Common use of Submission of Orders Clause in Contracts

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares will be required to complete and execute an Investor Application and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor Application, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income Fund.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application and Subscription Payment not conforming to the foregoing instructions, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion of Corporation meeting the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 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 (1) prior to the Corporation raising the Minimum Offering, to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation” and (2) subsequent to the Corporation raising the Minimum Offering, to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.”

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through which must be at least the networking system of minimum purchase amount set forth in the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networkingProspectus. The Dealer Manager shall ensure that any Participating Broker-Selected Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell pursuant to the Selected Dealer Agreement (including any schedules or exhibits thereto) and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments instruments of payment payable to “Eagle Point Institutional FS Credit Real Estate Income FundTrust.” Purchase orders received by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed 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 of the class of shares being purchased calculated at the end of the next business day in accordance with the procedures described in the Prospectus. No sale of Offered Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion of Fund meeting the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income UMB Bank, N.A., as escrow agent for FS Energy and Power Fund.” The Subsequent to the Fund raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Energy and Power Fund.” After meeting the Minimum Offering described throughout the Prospectus, the Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 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 (1) prior to the Fund raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund” and (2) subsequent to the Fund raising the Minimum Offering, to “UMB Bank, N.A., as agent for FS Energy and Power Fund.”

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPCorporation’s distribution reinvestment plan (the “DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as EA for ORCC II.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “UMB Bank, N.A., as EA for ORCC II.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Participating Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, instructions or for a sale of Offered Shares not meeting the offering terms and conditions set forth in of the Prospectus, shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materials. Investor Applications 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 methods described in this Section 14. Transmittal of received investor funds will be made in accordance with the following proceduresII.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Selected Dealer shall only offer to sell and accept Investor Applications completed Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Class D, Class M, Class T and Class T-C Offered Shares and of $1,000,000 for Class I Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPCompany’s distribution reinvestment plan (“DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCompany’s board or the Adviser. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional FS Credit Real Estate Income FundTrust.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. 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 the Prospectus. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructionsinstructions or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell on Schedule 1 of this Agreement, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in of the Prospectus, shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer instructs its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will be the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds made in accordance with payable to the following proceduresorder of “FS Credit Real Estate Income Trust,” Selected Dealer represents that it is a “$250,000” broker dealer.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPCorporation’s distribution reinvestment plan (“DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation raising gross offering proceeds of $1,000,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for FS Investment Corporation IV.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “FS Investment Corporation IV.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, instructions or for a sale of Offered Shares not meeting the offering terms and conditions set forth in of the Prospectus, shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer instructs its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “FS Investment Corporation IV,” Selected Dealer represents that it is a “$250,000” broker dealer. Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated September 21, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional VII Peaks Co-Optivist Income Fund.BDC II, Inc.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following proceduresII.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Selected Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell pursuant to the Selected Dealer Agreement (including any schedules or exhibits thereto) and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of Offered Shares of $2,500 5,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional purchases of Class Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPDRP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for FS Investment Corporation IV.” The Fund Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “FS Investment Corporation IV.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as agent for FS Investment Corporation.” The Fund 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. After meeting the $2,500,000 minimum offering requirement (the “Minimum Offering”), the Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks 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.”

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional TP Flexible Income Fund., Inc.” TP Flexible Income Fund, Inc. Dealer Manager Agreement The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and the Prospectus, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $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 Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “TP Flexible Income Fund, Inc.” The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion of Corporation meeting the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc. as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 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 (1) prior to the Corporation raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for Freedom Capital Corporation” and (2) subsequent to the Corporation raising the Minimum Offering, to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.”

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Corporation raising gross offering proceeds of $2,500,000 from persons not affiliated with the Fund. Persons Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for FS Investment Corporation II.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “UMB Bank, N.A., as agent for FS Investment Corporation II.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal 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 received investor funds will 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 II.” The Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [ ], 2012 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Corporation.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as agent for FS Investment Corporation.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal 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 received investor funds will 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 made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [ ], 2008 (the “Escrow Agreement”), by and among the Escrow Agent and the Company.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum Prior to the Company meeting the Minimum Offering, persons who purchase amount may Offered Shares shall be waived in directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II.” Subsequent to the sole discretion of Company raising the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundFS Energy and Power Fund II.” The Fund After meeting the Minimum Offering described throughout the Prospectus, the Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 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 (1) prior to the Company raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II” and (2) subsequent to the Company raising the Minimum Offering, to “FS Energy and Power Fund II.”

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Fund raising gross offering proceeds of $2,500,000 from persons not affiliated with the Fund. Persons Fund or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income UMB Bank, N.A., as escrow agent for FS Energy and Power Fund.” The Subsequent to the Fund will sell raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices shall make their checks payable to “UMB Bank, N.A., as agent for FS Energy and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Power Fund.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal 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 received investor funds will 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 Energy and Power Fund.” The Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [__], 2011 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Fund.

Submission of Orders. 14.1 Each person desiring Participating Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase Offered the Shares will be required to complete and execute an Investor Application and to deliver pursuant to the Participating Broker-Dealer or Dealer Manager, as subscription agreement in the case may be (the “Processing Broker-Dealer”), such completed Investor Application, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), form attached to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules Memorandum and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions of the Memorandum. Participating Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the ProspectusMemorandum, and as required by all applicable laws, of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. There shall be a minimum initial purchase by any one purchaser of $2,500 (except Except as otherwise indicated provided in the ProspectusMemorandum, which may be amended or supplemented from time to time, the Shares in the Primary Offering shall generally be offered to the public at a purchase price payable in cash equal to the Company’s prior month’s net asset value (“NAV”) per Share (as calculated in accordance with the procedures described in the Memorandum), or at a different price made available to investors in any letter cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month (the “transaction price”), plus applicable selling commissions and dealer manager fees. The DRP Shares will be issued and sold to stockholders of the Company at a purchase price equal to the transaction price in effect at the time of the record date for the distribution. Those persons who purchase Shares will be instructed by the Participating Dealer to make their checks or memorandum from wires payable to the Fund Company in the form and manner set forth in the Memorandum or by written notice provided to the Participating Dealer by the Dealer Manager. Any Participating Dealer receiving a check that does not conform to the Dealer Manager). Additional purchases of Offered Shares ’s instructions or the Memorandum shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income Fund.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application and Subscription Payment not conforming to the foregoing instructions, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall promptly return such Investor Application and Subscription Payment check directly to such subscriber not later than the end of the second within ten (10) business day days following receipt by the Processing Broker-Dealer of such materialsits receipt. Investor Applications and Subscription Payments Checks received by the Processing Broker-Participating Dealer which conform to the foregoing instructions shall be promptly transmitted for deposit pursuant to one of the methods described in this Section 14following methods: If the Participating Dealer conducts its internal supervisory review procedures at the same location at which subscription documents and checks are initially received by the Participating Dealer from subscribers, then by the end of the next business day following its receipt, the Participating Dealer will transmit the subscription documents and checks to the transfer agent designated by the Company (“Transfer Agent”) for deposit. Transmittal of received investor funds will be made in accordance with If pursuant to the following Participating Dealer’s internal supervisory procedures., the Participating Dealer conducts its final internal supervisory review procedures at a different location (the “Final Review Office”), then:

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income Fund.City National Bank—Triton Pacific Investment Corporation, Inc.” The Fund After meeting the Minimum Offering described throughout the Prospectus, the Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $15.00 per Offered Share, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $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 Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “City National Bank—Triton Pacific Investment Corporation, Inc.” The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum Prior to the Company meeting the Minimum Offering, persons who purchase amount may Offered Shares shall be waived in directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II.” Subsequent to the sole discretion of Company raising the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundFS Energy and Power Fund II.” The Fund After meeting the Minimum Offering described throughout the Prospectus, the Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 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 (1) prior to the Company raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II” (“Escrow Agent”) and (2) subsequent to the Company raising the Minimum Offering, to FS Energy and Power Fund II.”

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through which must be at least the networking system of minimum purchase amount set forth in the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networkingProspectus. The Dealer Manager shall ensure that any Participating Broker-Selected Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell pursuant to the Selected Dealer Agreement (including any schedules or exhibits thereto) and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments instruments of payment payable to “Eagle Point Institutional FS Credit Real Estate Income FundTrust.” Purchase orders received by the Company will be executed at the price per share of the class of shares being purchased in accordance with the procedures described in the Prospectus. No sale of Offered Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Fund Company will sell the Offered Shares on a continuous monthly basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income Fund.Triton Pacific Investment Corporation, Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and the Prospectus, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $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 Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “Triton Pacific Triton Pacific Investment Corporation, Inc. Dealer Manager Agreement Investment Corporation, Inc.” The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional VII Peaks Co-Optivist Income Fund.BDC II, Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $_________ per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Selected Dealer shall only offer to sell and accept Investor Applications completed Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Class A, Class D, or Class T Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager), and a minimum initial purchase by any one purchaser of $500,000 for Class I Offered Shares. Additional purchases of Class A, Class D, or Class T Offered Shares shall be in increments of $500 per transaction, and additional purchases of Class I Offered Shares shall be in increments of $50,000 per transaction, except for purchases made pursuant to the DRIPCorporation’s distribution reinvestment plan (“DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation raising gross offering proceeds of $1,000,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for FS Investment Corporation IV.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “FS Investment Corporation IV.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructionsinstructions or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell on Schedule 1 of this Agreement, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in of the Prospectus, shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer instructs its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “FS Investment Corporation IV,” Selected Dealer represents that it is a “$250,000” broker dealer. Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [●], 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through which must be at least the networking system of minimum purchase amount set forth in the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networkingProspectus. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Prior to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transactionCorporation meeting the Minimum Offering, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income Fund[•].” The Fund Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “[•].” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 1.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the 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 Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through which must be at least the networking system of minimum purchase amount set forth in the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networkingPrivate Placement Memorandum. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundPrivate Placement Memorandum. Persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as Escrow Agent for Blue Owl Real Estate Net Lease Trust.” The Fund Trust will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the ProspectusPrivate Placement Memorandum. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the ProspectusPrivate Placement Memorandum, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Fund raising gross offering proceeds of $2,500,000 from persons not affiliated with the Fund. Persons Fund or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income UMB Bank, N.A., as escrow agent for FS Energy and Power Fund.” The Subsequent to the Fund will sell raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices shall make their checks payable to “UMB Bank, N.A., as agent for FS Energy and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Power Fund.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal 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 received investor funds will 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 Energy and Power Fund.” The Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated March 29, 2011 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Fund.

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the 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 Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through which must be at least the networking system of minimum purchase amount set forth in the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networkingPrivate Placement Memorandum. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundPrivate Placement Memorandum. Persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as Escrow Agent for Oak Street Net Lease Trust.” The Fund Trust will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the ProspectusPrivate Placement Memorandum. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the ProspectusPrivate Placement Memorandum, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income Fund.Triton Pacific Investment Corporation, Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and the Prospectus, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $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 Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “Triton Pacific Triton Pacific Investment Corporation, Inc. Investment Corporation, Inc.” The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum Prior to the Company raising gross offering proceeds of $2,500,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), persons who purchase amount may Offered Shares shall be waived in directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II.” Subsequent to the sole discretion of Company raising the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundFS Energy and Power Fund II.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will 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 Energy and Power Fund II.” Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated July 31, 2014 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Company.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Corporation raising gross offering proceeds of $2,500,000 from persons not affiliated with the Fund. Persons Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for FS Investment Corporation II.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “UMB Bank, N.A., as agent for FS Investment Corporation II.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal 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 received investor funds will 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 II.” The Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated January 23, 2012 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Corporation.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Corporation raising gross offering proceeds of $2,500,000 (the Fund. Persons “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [ ], 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Corporation raising gross offering proceeds of $2,500,000 (the Fund. Persons “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated March 5, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPCorporation’s distribution reinvestment plan (the “DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for Owl Rock Capital Corporation II.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “UMB Bank, N.A., as agent for Owl Rock Capital Corporation II.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Participating Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, instructions or for a sale of Offered Shares not meeting the offering terms and conditions set forth in of the Prospectus, shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materials. Investor Applications 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 methods described in this Section 14II. Transmittal If Participating Broker-Dealer instructs its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to Participating Broker-Dealer, in which case Participating Broker-Dealer will collect the proceeds of received investor funds will the subscriber’s Subscription Payment and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “Owl Rock Capital Corporation II,” Participating Broker-Dealer represents that it is a “$250,000” broker dealer pursuant to SEC Rule 15c3-1(a)(2)(i). Participating Broker-Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated October 13, 2016 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute an Investor Application a subscription agreement in the form attached as Appendix B to the Memorandum (a “Subscription Agreement”) and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications completed Subscription Agreements and Subscription Payments for Offered such classes of Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms and conditions as set forth in the ProspectusMemorandum. There shall be a minimum initial purchase by any one purchaser of a combination of Class F-S common shares, Class F-D common shares and Class F-I common shares of $2,500 25,000 (in each case, except as otherwise indicated in the ProspectusMemorandum, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares Class F-S common shares, Class F-D common shares and Class F-I common shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum initial or subsequent purchase amount may be waived in the sole discretion of the FundDealer Manager. Persons Those persons who purchase Offered Shares shall will be instructed by the Participating Broker-Dealer to make their Subscription Payments payable to or for the benefit of UMB Bank, N.A. (the “Eagle Point Institutional Income Fund.” The Fund will sell Escrow Agent”) as described in the Offered Shares on a continuous basis at prices Memorandum and Subscription Agreement for the Offering if the minimum offering requirement described in the Memorandum (the “Minimum Offering Requirement”) has not yet been satisfied. If such Minimum Offering Requirement has already been satisfied in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in Memorandum, then those persons who purchase Shares will be instructed by the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Participating Broker-Dealer receiving an Investor Application and to make their Subscription Payment not conforming Payments payable to the foregoing instructions, or for a sale the benefit of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 14. Transmittal of received investor funds will “Fortress Net Lease REIT.” Any repurchase requests must be made in accordance with the following proceduresapplicable procedures described in the Company’s offering document and repurchase plan, as well as applicable laws, rules, and regulations. The parties acknowledge and agree that a repurchase request is not received in “good order” unless the repurchase request and all required documentation is completed and received by the Company’s transfer agent by the applicable repurchase request deadline set for in the Company’s offering document or otherwise specified by the Company in writing.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Selected Dealer shall only offer to sell and accept Investor Applications completed Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Class A, Class D, or Class T Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager), and a minimum initial purchase by any one purchaser of $500,000 for Class I Offered Shares. Additional purchases of Class A, Class D, or Class T Offered Shares shall be in increments of $500 per transaction, and additional purchases of Class I Offered Shares shall be in increments of $50,000 per transaction, except for purchases made pursuant to the DRIPCorporation’s distribution reinvestment plan (“DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation raising gross offering proceeds of $1,000,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for FS Investment Corporation IV.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “FS Investment Corporation IV.” 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application a Subscription Agreement and Subscription Payment not conforming to the foregoing instructionsinstructions or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell on Schedule 1 of this Agreement, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in of the Prospectus, shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer instructs its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “FS Investment Corporation IV,” Selected Dealer represents that it is a “$250,000” broker dealer. Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated September 21, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as agent for FS Investment Corporation.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal 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 received investor funds will 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 made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [ ], 2008 (the “Escrow Agreement”), by and among the Escrow Agent and the Company.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum Prior to the Company raising gross offering proceeds of $2,500,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), persons who purchase amount may Offered Shares shall be waived in directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II.” Subsequent to the sole discretion of Company raising the Fund. Persons Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundFS Energy and Power Fund II.” The Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will 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 Energy and Power Fund II.” Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Escrow Agreement, dated [ ], 2014 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Company.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications Subscription Agreements and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPDRP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the FundCorporation. Persons Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for Owl Rock Capital Corporation II.” The Fund Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “UMB Bank, N.A., as agent for Owl Rock Capital Corporation II.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following procedures.

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional TP Flexible Income Fund., Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and the Prospectus, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered TP Flexible Income Fund, Inc. Dealer Manager Agreement Shares. There shall be a minimum initial purchase by any one purchaser of $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 Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “TP Flexible Income Fund, Inc.” The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), or other special circumstances pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be $1,000 in increments of $500 Offered Shares per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income Fund.UMB Bank, N.A., as escrow agent for Xxxxxxx Capital, Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices a price of $10.00 per Offered Share, subject to certain discounts as described in the Prospectus, and in accordance with the offering terms and conditions set forth in and further subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “UMB Bank, N.A., as escrow agent for Xxxxxxx Capital, Inc.”

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Corporation raising gross offering proceeds of $2,500,000 (the Fund. Persons “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the Amended and Restated Escrow Agreement, dated September 9, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 500 Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 100 Offered Shares per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income Fund“ Xxxxxx Street Bank & Trust, as escrow agent for Xxxxxxx Capital, Inc .” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number specific amount of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 1413. Transmittal of received investor funds will be made in accordance with the following 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 Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “Xxxxxx Street Bank & Trust, as escrow agent for Xxxxxxx Capital, Inc.”

Submission of Orders. 14.1 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Prospect Flexible Income Fund., Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and the Prospectus, subject to any adjustment described or otherwise provided in to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the ProspectusDealer Manager Fee, that is below net asset value per Offered Share. 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 and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $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 Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “Prospect Flexible Income Fund, Inc.” The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.

Submission of Orders. 14.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Corporation to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in Prior to the sole discretion Corporation raising gross offering proceeds of $1,000,000 (the Fund. Persons “Minimum Offering”), persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional Income FundUMB Bank, N.A., as escrow agent for First Capital Investment Corporation.” The Fund will sell Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject shall make their checks payable to any adjustment described or otherwise provided in the Prospectus. “First Capital 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14II. Transmittal If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, in which case Selected Dealer will collect the proceeds of received investor funds will the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Bank, N.A., as escrow agent for First Capital Investment Corporation.” Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “First Capital Investment Corporation.” Selected Dealer hereby agrees to be made in accordance with bound by the following proceduresterms of the amended and restated Escrow Agreement, dated September 9, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation.

Submission of Orders. 14.1 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Investor Application Appendix to the Prospectus and to deliver to the Participating Broker-Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor ApplicationSubscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for subject to any discount that may apply based upon the volume of Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), pursuant to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system schedule of NSCC will be governed by applicable NSCC rules discounts and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund Company to the Dealer Manager). Additional Minimum subsequent purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIPdistribution reinvestment plan, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their Subscription Payments checks payable to “Eagle Point Institutional VII Peaks Co-Optivist Income Fund.BDC II, Inc.” The Fund Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and a price of $10.15 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. 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 and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application 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 set forth in the Prospectus, instructions shall return such Investor Application 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. Investor Applications 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 14. Transmittal of received investor funds will be made in accordance with the following procedures13.