Common use of Submission of Orders Clause in Contracts

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 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 shall be $250 per transaction. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment to the Escrow Agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.

Submission of Orders. Each person desiring to Those persons who purchase Primary Shares in the Follow-On Offering will be required instructed by the Selling Group Member to complete make their checks or wire transfers (“instruments of payment”) payable to the Company. Purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and execute (ii) a completed and executed Subscription Agreement in good order received by the form attached as an Appendix Company at least five (5) business days prior to the Prospectus and to deliver to first calendar day of the Participating Dealer or Dealer Manager, as the case may be month (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase unless waived by any one purchaser of 300 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share). Minimum subsequent purchases of Primary Shares shall Any redemption requests must be $250 per transactionmade in accordance with the applicable procedures described in the Company’s offering document, the Company’s share redemption program and applicable law, rules and regulations. The Processing Broker-Dealer receiving parties acknowledge and agree that a Subscription Agreement redemption request is not received in “good order” unless the redemption request and Subscription Payment all required documentation is complete and received by the Company’s transfer agent by the applicable redemption request deadline described in the Company’s offering document or otherwise specified by the Company in writing. The Selling Group Member will return any instrument of payment it receives not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer its receipt. Instruments of such materials. Subscription Agreements and Subscription Payments payment received by the Processing Broker-Dealer which Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where: Where, pursuant to the Selling Group Member’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments instruments of payment are received from subscribers, then, instruments of payment will be transmitted by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment Selling Group Member for deposit to the Escrow Agent; and (b) whereCompany or its agent. Where, pursuant to the Selling Group Member’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerSelling Group Member to the office of the Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, Office transmit such Subscription Agreements and Subscription Payment instruments of payment for deposit to the Escrow Agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidCompany or its agent.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), Adviser such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified amount set forth in the ProspectusMemorandum. There shall Persons who purchase Shares will be a minimum initial purchase instructed by any one purchaser Participating Adviser to make their instruments of 300 Primary Shares (except as otherwise indicated in payment payable to or for the Prospectusbenefit of “Invesco Commercial Real Estate Finance Trust, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving Inc.” If Participating Adviser receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Adviser shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materialsParticipating Adviser. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Dealer Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following methodsprocedures, as applicable: (a) where, pursuant to the Participating Adviser’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, then Participating Adviser will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow AgentParticipating Adviser; and (b) where, pursuant to the Participating Adviser’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer Participating Adviser to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerParticipating Adviser. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or to such other account or agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or as otherwise directed by the Company. Participating Adviser acknowledges and Subscription Payment agrees that the Company reserves the unconditional right to reject any subscription for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidany or no reason.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified amount set forth in the ProspectusMemorandum. There shall Persons who purchase Shares will be a minimum initial purchase instructed by any one purchaser Participating Dealer to make their instruments of 300 Primary Shares (except as otherwise indicated in payment payable to or for the Prospectusbenefit of “Invesco Commercial Real Estate Finance Trust, or in any letter or memorandum from the Company to the Inc.” If Participating Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materialsParticipating Dealer. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following methodsprocedures, as applicable: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, then Participating Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by the Processing Broker-Participating Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or to such other account or agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or as otherwise directed by the Company. Participating Dealer acknowledges and Subscription Payment agrees that the Company reserves the unconditional right to reject any subscription for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidany or no reason.

Submission of Orders. Each person desiring to Those persons who purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase instructed by any one purchaser of 300 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 shall be $250 per transaction. The Processing Broker-to make their checks payable to "Xxxxx Real Estate Investment Trust, Inc." Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods in this Article II. Transmittal of received investor funds will be made in accordance with the following methods: (a) whereprocedures: Where, pursuant to the Dealer's internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Processing Broker-DealerDealer for deposit to Xxxxx Real Estate Investment Trust, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) whereInc. Where, pursuant to the Dealer's internal supervisory procedures of the Processing Broker-Dealerprocedures, final and internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerDealer to the office of the Dealer conducting such final internal supervisory review (the "Final Review Office"). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment checks for deposit to the Escrow Agent. Notwithstanding the foregoingXxxxx Real Estate Investment Trust, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.Inc.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon amount for the volume class of Primary Shares being purchased pursuant to the schedule of discounts and procedures specified as set forth in the ProspectusMemorandum. There shall Persons who purchase Shares will be a minimum initial purchase instructed by any one purchaser Participating Dealer to make their instruments of 300 Primary Shares (except as otherwise indicated in payment payable to or for the Prospectusbenefit of “Invesco Commercial Real Estate Finance Trust, or in any letter or memorandum from the Company to the Inc.” If Participating Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second first business day following receipt by the Processing Broker-Dealer of such materialsParticipating Dealer. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following methodsprocedures, as applicable: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, then Participating Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by the Processing Broker-Participating Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or to such other account or agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or as otherwise directed by the Company. Participating Dealer acknowledges and Subscription Payment agrees that the Company reserves the unconditional right to reject any subscription for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidany or no reason.

Submission of Orders. Each person desiring to purchase Primary Offered Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement subscription agreement in the form attached as an Appendix to the Prospectus (a “Subscription Agreement”) and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) in for the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon of the volume of Primary Shares purchased pursuant to Offered Shares, which must be at least the schedule of discounts and procedures specified minimum purchase amount set forth in the Prospectus. There shall Any minimum purchase amount may be a minimum initial purchase by any one purchaser of 300 Primary Shares (except as otherwise indicated waived in the Prospectus, or in any letter or memorandum from sole discretion of the Company Corporation. Prior to the Dealer Manager). Corporation meeting the Minimum subsequent purchases of Primary Offering, persons who purchase Offered Shares shall be $250 per transaction. make their Subscription Payments payable to “[ • ].” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “[ • ], as EA for ORTIC.” The Processing Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second (2nd) business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:methods described in this Section II. (a) where, pursuant to If the internal supervisory procedures of the Processing Participating Broker-Dealer, Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to the Escrow Agent; andCorporation or its designated agent. (b) where, pursuant to If the internal supervisory procedures of the Processing Participating Broker-Dealer, final Dealer conducts its internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow AgentCorporation or its designated agent. Participating Broker-Dealer understands that the Corporation reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow AgentCorporation or its designated agent. The Processing Participating Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, U.S. address, tax identification number, state of residence, dollar amount of Offered Shares subscribed for, and the amount of money paid.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), Adviser such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon amount for the volume class of Primary Shares being purchased pursuant to the schedule of discounts and procedures specified as set forth in the ProspectusMemorandum. There shall Persons who purchase Shares will be a minimum initial purchase instructed by any one purchaser Participating Adviser to make their instruments of 300 Primary Shares (except as otherwise indicated in payment payable to or for the Prospectusbenefit of “Invesco Commercial Real Estate Finance Trust, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving Inc.” If Participating Adviser receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Adviser shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second first business day following receipt by the Processing Broker-Dealer of such materialsParticipating Adviser. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Dealer Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following methodsprocedures, as applicable: (a) where, pursuant to the Participating Adviser’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, then Participating Adviser will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow AgentParticipating Adviser; and (b) where, pursuant to the Participating Adviser’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer Participating Adviser to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerParticipating Adviser. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or to such other account or agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or as otherwise directed by the Company. Participating Adviser acknowledges and Subscription Payment agrees that the Company reserves the unconditional right to reject any subscription for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidany or no reason.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $9.50 per Share until $50,000,000 in Primary Shares are sold. Thereafter, Primary Shares will be offered and sold at a purchase price of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 250 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Company has received and accepted subscriptions for at least 250,000 Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [ ], 2008 (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 200 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Minimum Offering (as defined below) has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [___], 2007 (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted the purchase price per Share that may apply based upon for the volume applicable class(es) of Primary Shares purchased pursuant to the schedule of discounts and procedures being purchased, as specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $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 shall be $250 500 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and the Dealer Manager reserve the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany or to such other account agent as directed by the Company. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid.

Submission of Orders. (a) Each person desiring to purchase Primary Offered Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement subscription agreement in the form attached as an Appendix appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer or Dealer ManagerDealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 the public offering price per Shareshare subscribed for as set forth in a Prospectus , or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in a Prospectus, or such price disclosed by the ProspectusCompany. There shall be a minimum initial purchase by any one purchaser of 300 Primary $2,000 of Offered 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 Offered Shares shall be $250 500 per transaction. Persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “UMB Bank, N.A., as agent for “Sierra Income Corporation.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (ai) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment instruments of payment to the Escrow AgentCompany or its designated agent; and (bii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of business of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn by the end of business of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent Company or its designated agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order for any reason.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified amount set forth in the Prospectus. There shall Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Invesco Real Estate Income Trust Inc.” Purchase orders that include instruments of payment and a minimum initial purchase completed and executed Subscription Agreement in good order received by any one purchaser of 300 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company at least five (5) business days prior to the first calendar day of the next month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the next month (based on the prior month’s transaction price per share for the applicable share class). Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-If Participating Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Prospectus, Participating Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsParticipating Dealer. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following methodsprocedures, as applicable: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, then Participating Dealer will transmit the Subscription Agreements in good order and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by the Processing Broker-Participating Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements in good order and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or to such other account or agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to or as otherwise directed by the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidCompany.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Primary Shares 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 shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment Payments to the Escrow AgentAgent (as defined below); and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment Payments to the Escrow Agent. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [ ], 200[ ] (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified amount set forth in the Prospectus. There shall Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Starwood Real Estate Income Trust, Inc.” Purchase orders that include a minimum initial purchase completed and executed Subscription Agreement in good order and instruments of payment received by any one purchaser of 300 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the next month (based on the prior month’s transaction price). Minimum subsequent purchases Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of Primary Shares shall be $250 per transactionthe Prospectus. The Processing Broker-If Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions instructions, Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) wheremethods described in this Section II. Transmittal of received investor funds will be made in accordance with the procedures set forth below. Where, pursuant to the Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the Processing Broker-Dealer, the Processing Broker-Dealer will transmit Company or its agent as set forth in the Subscription Agreements and Subscription Payment to Agreement or as otherwise directed by the Escrow Agent; and (b) whereCompany. Where, pursuant to the Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the Processing Broker-Dealeroffice of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or its agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to or as otherwise directed by the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidCompany.

Submission of Orders. Each person desiring to Those persons who purchase Primary Shares in the Follow-On Offering will be required instructed by the Dealer to complete and execute a Subscription Agreement in the form attached as an Appendix make their checks payable to the Prospectus and to deliver to the Participating Dealer or Dealer Manager"Bank of America, N.A., as Escrow Agent for Xxxxx Real Estate Investment Trust, Inc." Dealer hereby agrees to be bound by the case may be (terms of the “Processing Broker-Dealer”)Escrow Agreement executed as of ____________, such completed Subscription Agreement______ by Bank of America, together with a checkN.A., draftas escrow agent, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Manager and the Company, a copy of which is enclosed. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods in this Article II. Transmittal of received investor funds will be made in accordance with the following methods: (a) whereprocedures: Where, pursuant to the Dealer's internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to the Escrow Agent; and (b) wherean escrow. Where, pursuant to the Dealer's internal supervisory procedures of the Processing Broker-Dealerprocedures, final and internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerDealer to the office of the Dealer conducting such final internal supervisory review (the "Final Review Office"). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment checks for deposit to the Escrow Agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidan escrow agent.

Submission of Orders. The submission of orders for the purchase of Primary Shares shall proceed as follows: (a) Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement subscription agreement in the form attached as an Appendix appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer or Dealer ManagerDealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply subject to discounts based upon the volume of Primary Shares shares purchased pursuant to the schedule and for certain categories of discounts and procedures specified in the Prospectuspurchasers as described above. There shall be a minimum initial purchase by any one purchaser of 300 $4,000 of 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 shall be $250 100 per transaction. Those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “NorthStar Healthcare Income, Inc.” or “NorthStar Healthcare.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (ai) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment instruments of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (bii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany. The Processing Broker-Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.

Submission of Orders. The submission of orders for the purchase of Primary Shares shall proceed as follows: (a) Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement subscription agreement in the form attached as an Appendix appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer or Dealer ManagerDealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 10.20 per Share, or such discounted purchase price per Share that may apply subject to discounts based upon the volume of Primary Shares shares purchased pursuant to the schedule and for certain categories of discounts and procedures specified in the Prospectuspurchasers as described above. There shall be a minimum initial purchase by any one purchaser of 300 $4,000 of 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 shall be $250 100 per transaction. Those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “NorthStar Healthcare Income, Inc.” or “NorthStar Healthcare.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (ai) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment instruments of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (bii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany. The Processing Broker-Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.

Submission of Orders. 13.1 Each person desiring to purchase Primary Offered Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order for the purchase price of the Offered Shares (hereinafter referred to as a “Subscription Payment”) in ). Except as otherwise permitted by the amount of $10.00 per Share, Fund or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified indicated in the Prospectus. There , there shall be a minimum initial purchase by any one purchaser of 300 Primary $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares (shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as otherwise indicated described in the Prospectus, or in any letter or memorandum from as otherwise permitted by the Company Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” The Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Dealer ManagerFund’s then current NAV per Common Share. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Distribution Fees and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Minimum subsequent purchases Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Primary Offered Shares shall be $250 per transactionand, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 13. Transmittal of received investor funds will be made in accordance with the following methods: (a) where, pursuant procedures. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the internal supervisory procedures Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” 13.2 If the Processing Broker-Dealer, Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment Payments for deposit to the Escrow Agent; andFund or its designated agent. (b) where, pursuant to the internal supervisory procedures of 13.3 If the Processing Broker-Dealer, final Dealer conducts its internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment Payments for deposit to the Escrow AgentFund or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow AgentFund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, for and the amount of money paid.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 200 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Minimum Offering (as defined below) has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [___], 2010 (the “Escrow Agreement”), by and among Bank of America, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Offered Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in for the amount of $10.00 per Share, or such discounted purchase price per Share of the Offered Shares, subject to any discount that may apply based upon the volume of Primary Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Primary $5,000 in Offered 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 Offered Shares shall be $250 500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation.” Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:methods described in this Section II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “UMB Bank, N.A., as agent for FS Investment Corporation.” Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [ ], 2008 (the “Escrow Agreement”), by and among the Escrow Agent and the Company. (a) where, pursuant to the internal supervisory procedures of If the Processing Broker-Dealer, Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Company’s transfer agent, DST Systems, Inc. (the “Transfer Agent”) for deposit with the Escrow Agent; and. (b) where, pursuant to the internal supervisory procedures of If the Processing Broker-Dealer, final Dealer conducts its internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment to the Transfer Agent for deposit with the Escrow Agent. Selected Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Transfer Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 27.82 per Class A Share, $26.50 per Class T Share and $25.04 per Class D or Class T Share, or such discounted other purchase price per Share that as the Company’s Board of Directors may apply establish from time to time, and subject, for Class A and Class I Shares only, to available discounts based upon the volume of Primary Shares shares purchased pursuant to the schedule and for certain categories of discounts and procedures purchasers, as specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $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 shall be $250 500 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and the Dealer Manager reserve the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany or to such other account agent as directed by the Company. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated January 12, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to Those persons who purchase Primary Shares in the Follow-On Offering will be required instructed by the Dealer to complete make their checks payable to “ , Escrow Agent for Strategic Storage Trust II, Inc.” where appropriate, or directly to Strategic Storage Trust II, Inc. after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed by and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manageramong , as the case may be (the “Processing Broker-Dealer”)escrow agent, such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Manager and the Company. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than promptly the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods in this Article II. Transmittal of received investor funds will be made in accordance with the following methods: (a) whereprocedures: Where, pursuant to the Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) whereCompany for deposit with an escrow agent, where appropriate, or for deposit directly with the Company. Where, pursuant to the Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final and internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end 5:00 pm of the next business day following receipt by the Processing Broker-DealerDealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit by the end noon of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and Subscription Payment checks to the Escrow Agent. Notwithstanding Company for deposit with an escrow agent, where appropriate, or for deposit directly with the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidCompany.

Submission of Orders. Each person desiring to Those persons who purchase Primary Shares in the Follow-On Offering will be required instructed by the Dealer to complete and execute a Subscription Agreement in the form attached as an Appendix make their checks payable to the Prospectus and to deliver to the Participating Dealer or Dealer Manager"________________________, as the case may be (the “Processing Broker-Dealer”)Escrow Agent for Xxxxx Real Estate Investment Trust, such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per ShareInc." where appropriate, or such discounted purchase price per Share that may apply based upon directly to Xxxxx Real Estate Investment Trust, Inc after the volume Minimum Offering has been achieved. Dealer hereby agrees to be bound by the terms of Primary Shares purchased pursuant to the schedule Escrow Agreement executed as of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase ______________, 200__, by any one purchaser of 300 Primary Shares (except ________________, as otherwise indicated in the Prospectusescrow agent, or in any letter or memorandum from the Company to the Dealer Manager)Manager and the Company. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods in this Article II. Transmittal of received investor funds will be made in accordance with the following methods: (a) whereprocedures: Where, pursuant to the Dealer's internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) whereCompany for deposit with an escrow agent, where appropriate, or for deposit directly with the Company after the Minimum Offering has been achieved. Where, pursuant to the Dealer's internal supervisory procedures of the Processing Broker-Dealerprocedures, final and internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerDealer to the office of the Dealer conducting such final internal supervisory review (the "Final Review Office"). The Final Review Office will in turn transmit by the end of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and Subscription Payment checks to the Escrow Agent. Notwithstanding Company for deposit with an escrow agent, where appropriate, or for deposit directly with the foregoing, with respect to any Offered Shares to be purchased by a custodial account, Company after the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidMinimum Offering has been achieved.

Submission of Orders. 13.1. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Appendix to the Prospectus Private Placement Memorandum and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Shares, which must be at least the minimum purchase amount set forth in the amount of $10.00 per Share, or such discounted purchase price per Share Private Placement Memorandum. The Dealer Manager shall ensure that may apply based upon any Participating Broker-Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for Shares in accordance with the volume of Primary Shares purchased pursuant to the schedule of discounts offering terms and procedures specified conditions as set forth in the ProspectusPrivate Placement Memorandum. There Persons who purchase Shares shall be make their Subscription Payments payable to “UMB Bank, N.A., as Escrow Agent for Oak Street Net Lease Trust.” The Trust will sell the Shares on a minimum initial purchase by continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any one purchaser of 300 Primary Shares (except as adjustment described or otherwise indicated provided in the ProspectusPrivate Placement Memorandum. Each person desiring to purchase Shares in the Offering must submit subscriptions for a certain dollar amount, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases rather than a number of Primary Shares shall be $250 per transactionand, as a result, may receive fractional Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions instructions, or for a sale of Shares not meeting the offering terms and conditions set forth in the Private Placement Memorandum, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 13. Transmittal of received investor funds will be made in accordance with the following methods:procedures. (a) where, pursuant to the internal supervisory procedures of 13.2. If the Processing Broker-Dealer, Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to the Escrow Agent; and (b) where, pursuant or after the Trust commences investment operations, to the internal supervisory procedures of Trust or its designated agent. 13.3. If the Processing Broker-Dealer, final Dealer conducts its internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Trust commences investment operations, to the Trust or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Trust commences investment operations, to the Trust or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent Agent, the Trust or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscribers showing the name, U.S. address, tax identification number, state of residence, amount of Offered Shares subscribed for, for and the amount of money paid. The Dealer Manager understands that the Trust reserves the unconditional right to reject any Subscription Agreement, in whole or in part, for any or no reason.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Shareshare, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $1,000 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated October 17, 2008 (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), Dealer such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, which must be at least the minimum purchase amount set forth in the Private Placement Memorandum. Those persons who purchase Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or such discounted purchase price per Share for the benefit of “Principal Credit Real Estate Income Trust”. Purchase orders that may apply based upon include a completed and executed Subscription Agreement in good order and instruments of payment received by the volume of Primary Shares purchased pursuant Trust at least five (5) business days prior to the schedule last business day of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase month (unless waived by any one purchaser of 300 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager) will be executed as of the first calendar day of the next month (based on the prior month’s transaction price). Minimum subsequent purchases Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of Primary Shares shall be $250 per transactionthe Private Placement Memorandum. The Processing If Participating Broker-Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions instructions, Participating Broker-Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) wheremethods described in this Section II. Transmittal of received investor funds will be made in accordance with the procedures set forth below. Where, pursuant to the internal supervisory procedures of the Processing Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the Processing Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the Trust. Where, pursuant to Participating Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) where, pursuant to the ’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Participating Broker-DealerDealer to the office of Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Trust or its agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to or as otherwise directed by the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidTrust.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 200 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Minimum Offering (as defined below) has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [___], 2007 (the “Escrow Agreement”), by and among Wxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Primary Shares 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 shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment Payments to the Escrow AgentAgent (as defined below); and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment Payments to the Escrow Agent. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated February 6, 2008 (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. 1.1. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Appendix to the Prospectus Private Placement Memorandum and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Shares, which must be at least the minimum purchase amount set forth in the amount of $10.00 per Share, or such discounted purchase price per Share Private Placement Memorandum. The Dealer Manager shall ensure that may apply based upon any Participating Broker-Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for Shares in accordance with the volume of Primary Shares purchased pursuant to the schedule of discounts offering terms and procedures specified conditions as set forth in the ProspectusPrivate Placement Memorandum. There Persons who purchase Shares shall be make their Subscription Payments payable to “UMB Bank, N.A., as Escrow Agent for Blue Owl Real Estate Net Lease Trust.” The Trust will sell the Shares on a minimum initial purchase by continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any one purchaser of 300 Primary Shares (except as adjustment described or otherwise indicated provided in the ProspectusPrivate Placement Memorandum. Each person desiring to purchase Shares in the Offering must submit subscriptions for a certain dollar amount, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases rather than a number of Primary Shares shall be $250 per transactionand, as a result, may receive fractional Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions instructions, or for a sale of Shares not meeting the offering terms and conditions set forth in the Private Placement Memorandum, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 13. Transmittal of received investor funds will be made in accordance with the following methods:procedures. (a) where, pursuant to the internal supervisory procedures of 1.2. If the Processing Broker-Dealer, Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to the Escrow Agent; and (b) where, pursuant or after the Trust commences investment operations, to the internal supervisory procedures of Trust or its designated agent. 1.3. If the Processing Broker-Dealer, final Dealer conducts its internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Trust commences investment operations, to the Trust or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Trust commences investment operations, to the Trust or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent Agent, the Trust or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscribers showing the name, U.S. address, tax identification number, state of residence, amount of Offered Shares subscribed for, for and the amount of money paid. The Dealer Manager understands that the Trust reserves the unconditional right to reject any Subscription Agreement, in whole or in part, for any or no reason.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Shareshare, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $1,000 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated October 17, 2008 (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement, Agreement together with a check, draft, check or wire or money order transfer (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified amount set forth in the Prospectus. There shall Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Invesco Real Estate Income Trust Inc.” Purchase orders that include instruments of payment and a minimum initial purchase completed and executed Subscription Agreement in good order received by any one purchaser of 300 Primary Shares (except the Company or to such account or agent as otherwise indicated set forth in the Prospectus, or in any letter or memorandum from Subscription Agreement at least five (5) business days prior to the Company to first calendar day of the next month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the next month (based on the prior month’s transaction price per share for the applicable share class). Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-If Participating Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Prospectus, Participating Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsParticipating Dealer. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following methodsprocedures, as applicable: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, then Participating Dealer will transmit the Subscription Agreements in good order and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by the Processing Broker-Participating Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements in good order and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow Agent. Notwithstanding Company or to such other account or agent as set forth in the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to or as otherwise directed by the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidCompany.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 10 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser person of 300 Primary 100 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 shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below); and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. It being understood that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated February 28, 2005 (the “Escrow Agreement”), by and among Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”), and the Company.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 10.20 per Share, or such discounted purchase price per Share that may apply subject to discounts based upon the volume of Primary Shares shares purchased pursuant to the schedule and for certain categories of discounts and procedures specified purchasers as described in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $4,000 of 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 shall be $250 100 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply subject to discounts based upon the volume of Primary Shares shares purchased pursuant to the schedule and for certain categories of discounts and procedures specified purchasers as described in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $4,000 of 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 shall be $250 100 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow AgentCompany. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid.

Submission of Orders. Each person desiring 14.1. Accredited investors who subscribe to purchase Primary the Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in instructed by the form attached as an Appendix to Dealer-Manager or the Prospectus and to deliver to the Participating Broker/Dealer or Dealer ManagerRegistered Investment Adviser, as the case may be be, to make their checks (the “Processing Broker-Dealer”)or other medium of payment, such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter herein referred to as a “Subscription Paymentcheck”) in the amount of $10.00 per Share, payable to “Xxxxx Value-Added Fund I (Special Account).” The Dealer-Manager and any Broker/Dealer or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be Registered Investment Adviser who receives a minimum initial purchase by any one purchaser of 300 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 shall be $250 per transaction. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Dealer-Manager or Broker-/Dealer which or Registered Investment Adviser that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:methods described in this Section 14. (a) where14.2. Where, pursuant to the a Broker/Dealer’s or Registered Investment Adviser’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-/Dealer will transmit the Subscription Agreements and Subscription Payment or Registered Investment Adviser (i) to the Escrow Agent; andDealer-Manager or (ii) if directed by the Dealer-Manager, either to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the special segregated account to be established by the Dealer-Manager with Wachovia Bank, N.A., or such other financial institution designated by the Company, for purposes of the offering (the “Special Segregated Account”). (b) where14.3. Where, pursuant to the a Broker/Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Dealer/Dealer to the office of such agent conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment checks (i) to the Escrow Agent. Notwithstanding Dealer-Manager or (ii) if directed by the foregoingDealer-Manager, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly either to the Escrow Agent. The Processing Broker-Dealer shall furnish escrow agent for the Company or, after the Minimum Offering has been achieved, to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paidSpecial Segregated Account.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of available discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 $1,000 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager)Shares. Minimum subsequent purchases of Primary Shares shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment instrument of payment to the Escrow AgentAgent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instrument of payment to the Escrow Agent. Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated July 9, 2009 (the “Escrow Agreement”), by and among CommerceWest Bank, NA, as escrow agent (the “Escrow Agent”), the Dealer Manager and the Company.

Submission of Orders. Each person desiring to Those persons who purchase Primary Shares in the Follow-On Offering Units will be required instructed by the Selling Agent to complete and execute a Subscription Agreement in the form attached as an Appendix make their checks payable to the Prospectus and to deliver to the Participating Dealer or Dealer Manager“Dividend Capital Global Real Estate Fund of Funds, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 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 shall be $250 per transaction. The Processing Broker-Dealer L.P.” Any Selling Agent receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer Selling Agent which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods in this Article II. Transmittal of received investor funds will be made in accordance with the following methods: (a) whereprocedures: Where, pursuant to the Selling Agent’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted in care of the Distributor by the end of the next business day following receipt by the Processing Broker-DealerSelling Agent for deposit to Dividend Capital Global Real Estate Fund of Funds, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment to the Escrow Agent; and (b) whereL.P. Where, pursuant to the Selling Agent’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final and internal supervisory review is conducted at a different location (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-DealerSelling Agent to the office of the Selling Agent conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment checks for deposit to the Escrow Agent. Notwithstanding the foregoingDividend Capital Global Real Estate Fund of Funds, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.L.P.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On an Offering will be required to complete and execute a Subscription Agreement in subscription agreement provided by the form attached as an Appendix Company to the Prospectus Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement”) and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), Dealer such completed and executed Subscription Agreement, Agreement together with a check, draft, draft or wire or money order (hereinafter referred to as a an “Subscription Paymentinstrument of payment”) in the amount of $10.00 per Sharesuch person’s purchase, or such discounted which must be at least the minimum purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified amount set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Persons purchasing Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Xxxxx Xxxx LaSalle Income Property Trust, Inc.” Subscriptions processed and accepted by the Company prior to the close of the New York Stock Exchange (except generally, 4:00 p.m. Eastern time, referred to herein as otherwise indicated the “close of business”) on any business day will be executed at the NAV per share for the class of shares being purchased calculated as of that day and as posted on the Company’s website, plus any applicable selling commissions described in the Prospectus. Subscriptions processed and accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share for the class of shares being purchased calculated as of the following business day, plus any applicable selling commissions described in any letter or memorandum from the Company Prospectus. A purchaser will be contractually obligated to the Dealer Manager). Minimum subsequent purchases of purchase Primary Shares shall be $250 per transactionin the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is accepted by the Company. The Processing If Participating Broker-Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions instructions, Participating Broker-Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materialsDealer. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the internal supervisory procedures of the Processing Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, by the end noon of the next business day following receipt by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payment instruments of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company; and (b) where, pursuant to the internal supervisory procedures of the Processing Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Processing Participating Broker-Dealer. The Final Review Office will in turn turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment instruments of payment to the Escrow AgentCompany or to such other account or agent as directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment an instrument of payment for such account directly to the Escrow AgentCompany. The Processing Broker-Participating Broker- Dealer shall furnish to the Escrow Agent Company with each delivery of Subscription Payments Agreements and instruments of payment a list of the subscribers purchasers showing the name, address, tax identification number, state of residence, residence and dollar amount of Offered Primary Shares subscribed for, and the amount of money paidto be purchased.

Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an “Subscription Payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 300 Primary Shares 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 shall be $250 per transaction. The Processing Broker-Dealer receiving a Any Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly be returned to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Participating Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (a) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Participating Dealer, the Processing Broker-Participating Dealer will transmit the Subscription Agreements and Subscription Payment Payments to the Escrow AgentAgent (as defined below); and (b) where, pursuant to the Participating Dealer’s internal supervisory procedures of the Processing Broker-Dealerprocedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), ; Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Processing Broker-Participating Dealer. The Final Review Office will in turn turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment Payments to the Escrow Agent. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Broker-Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Escrow Agent. The Processing Broker-Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated (the “Escrow Agreement”), by and among Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.