Common use of WITNESS WHEREOF Clause in Contracts

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trust, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. INVESCO DISTRIBUTORS, INC. By: Name: Title: Date: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: NameTitle: TitleDate: SCHEDULE II ADDENDUM TO PARTICIPATING DEALER AGREEMENT WITH [_] INVESCO DISTRIBUTORS, INC. NAME OF ISSUER: X.X. Xxxxxx Invesco Commercial Real Estate Income Finance Trust, Inc. NAME OF PARTICIPATING DEALER: SCHEDULE TO AGREEMENT DATED: Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, dealer manager fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: Name: Title: Date: EXHIBIT A SCHEDULE III ADDENDUM TO FORM OF PARTICIPATING DEALER AGREEMENT WITH INVESCO DISTRIBUTORS, INC. 506(c) Accredited Investor Verification Election Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that all purchasers in the offering are “accredited investors” and the issuer takes reasonable steps to verify purchasers’ “accredited investor” status. For the Company to fulfill this obligation, Participating Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement must agree that: (i) Participating Dealer has adopted a process will conduct all relevant Rule 506(c) verifications on Company’s behalf; or (ii) Participating Dealer agrees to use the third-party service provider (the “Third Party Verifier”) engaged by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as the Company will conduct such term is defined in Section XXI hereof)verification. In consideration Participating Dealer agrees and elects to one of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.following:

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. STARWOOD CAPITAL, L.L.C. By: Name: Title: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] STARWOOD CAPITAL, L.L.C. NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trust, Inc. STARWOOD CREDIT REAL ESTATE INCOME TRUST NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Participating Broker-Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees, Servicing Fees, Fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Broker-Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Broker-Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Broker-Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: Date: Date EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company Trust allowing Participating Broker-Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the CompanyTrust, the Dealer ManagerManager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Participating Broker-Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below. Participating Broker-Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI hereof. Dealer represents that the Trust may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Participating Broker-Dealer’s client given with such client’s prior authorization and consent. Participating Broker-Dealer represents that the Trust may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Participating Broker-Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Participating Broker-Dealer’s client received all disclosures required by applicable Electronic Signature Law. Participating Broker-Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Trust.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. EQTE BROKERAGE LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING SELECTED DEALER AGREEMENT WITH [_] EQTE BROKERAGE LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustEQT EXETER REAL ESTATE INCOME TRUST, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing dealer manager fees, Distribution Fees, and other payments due to it pursuant to the Participating Selected Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A SCHEDULE III TO FORM OF PARTICIPATING SELECTED DEALER AGREEMENT WITH EQTE BROKERAGE LLC ___________, 20__ [name of dealer] [address] [address] Re: EQT Exeter Real Estate Income Trust, Inc. Ladies and Gentlemen: Reference is made to the Selected Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement (the “Selected Dealer has adopted Agreement”) as of [insert date] between [name of dealer] (“you”) and EQTE Brokerage LLC (the “Dealer Manager”), relating to your participation in the distribution of shares of EQT Exeter Real Estate Income Trust, Inc. (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Selected Dealer Agreement. You have indicated that you may wish to utilize electronic delivery with respect to the delivering of the Prospectus, Subscription Agreements and Authorized Sales Materials and electronic signature with respect to a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof)subscriber’s execution of a Subscription Agreement. In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable considerationmutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and parties agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.as follows:

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. NUVEEN SECURITIES, LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NUVEEN SECURITIES, LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustNUVEEN GLOBAL CITIES REIT, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.

WITNESS WHEREOF. the parties hereto Parties have caused this Addendum Agreement to be executed as by their duly authorized officers on the day and year first above written. Company Name: By: Title: By: Company Name: By: Title: Broker/agent for Eye of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Day, Inc. By: Xxxxx Xxxxxxx Title: President EZCARE Auctions, Inc By: Xxxxxxx Xxxxxxx Name: Broker for Seller Eye of the Day, Inc. Title: “DEALER” President Please complete the below Personal Financial Information and return with the above. Our agreement with the Seller requires us to secure evidence of financial ability before disclosing the name, location and other preliminary sensitive information regarding the Seller’s business to a prospective Buyer. EZCARE Auctions, Inc. will keep the information you provide in your personal financial statement above strictly confidential. We do not share this information with the Seller, until you make any offer to buy. We do not share this information elsewhere or to anyone outside our brokerage. Personal Financial Statement Form Assets : Cash on hand in banks. $ US Government Securities $ Accounts, Loans, and Notes Receivables $ Stocks Bonds $ Retirement Funds $ Real Estate Owned $ Value of Business(es) Owned $ Other Assets (Print Name Specify)$ Other Assets (Specify)$ Total Assets available: $ Liabilities: Short-Term Notes Payable:$ Long-Term Notes / Mortgages $ Other Liabilities(Specify ALL)$ Total Liabilities: $ Total Net Worth:$ Source of DealerIncome Salary (Annual) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NAME OF ISSUER: X.X. Xxxxxx $ _ Annual Dividends and Interests $ Annual Real Estate Income Trust, Inc. NAME $ Total Annual Income:$ Comments/Clarifications: I ACKNOWLEDGE THAT A FACSIMILE OR ELECTRONIC COPY OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager THIS DOCUMENT AND ANY TYPED or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified belowELECTRONIC SIGNATURES SHALL BE CONSIDERED FOR ALL INTENTS AND PURPOSES AS LEGAL AND FULLY BINDING AS IF SIGNED BY HAND. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” Name (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Print): Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.:

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. INVESCO DISTRIBUTORS, INC. By: Name: Title: Date: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: Name: Title: Date: LEGAL02/44544150v5 SCHEDULE II ADDENDUM TO PARTICIPATING DEALER AGREEMENT WITH [_] INVESCO DISTRIBUTORS, INC. NAME OF ISSUER: X.X. Xxxxxx Invesco Commercial Real Estate Income Finance Trust, Inc. NAME OF PARTICIPATING DEALER: SCHEDULE TO AGREEMENT DATED: Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, stockholder servicing fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: Name: Title: Date: LEGAL02/44544150v5 Execution Version EXHIBIT A TO B FORM OF PARTICIPATING DEALER ADVISER AGREEMENT Dealer Manager Agreement EXHIBIT B TO [See attached] INVESCO DISTRIBUTORS, INC. FORM OF PARTICIPATING DEALER ADVISER AGREEMENT Electronic Signature Use Indemnity Agreement INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. ______, 20___ Ladies and Gentlemen: Subject to the terms described in this participating adviser agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer has adopted Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a process by which clients may authorize certain account-related transactions or requestsMaryland corporation (the “Company”), invites you (“Participating Adviser”) to participate in whole or the distribution, on a “best efforts” basis, of shares of the Company’s Class D Common Stock (“Class D Shares”), Class D-1 Common Stock (“Class D-1 Shares”), Class E Common Stock (“Class E Shares”) and Class I Common Stock (“Class I Shares”), $0.01 par value per share (collectively, the “Shares”). The Company is currently offering the Shares (the “Offering”) in parta private placement exempt from registration under the Securities Act of 1933, evidenced by Electronic Signature as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Private Placement Memorandum (as such term is defined in Section XXI hereofamended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). In consideration Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company allowing Dealer (individually a “Stockholder” and its clients collectively the “Stockholders”). The Shares will be offered and sold in the Offering until the earliest to execute certain account-related transactions and/or requestsoccur of: (1) the date upon which any maximum offering amount of Shares, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants as set forth in Section XXI hereof or the representations described belowMemorandum, is sold; and (2) the date upon which the Company terminates the Offering.

WITNESS WHEREOF. the parties hereto have caused this Addendum Agreement to be duly executed as of the date first written aboveabove written. HYCROFT MINING HOLDING CORPORATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer 2176423 ONTARIO LTD. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director & President Exhibit 4.6 EXHIBIT A [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HYCROFT MINING HOLDING CORPORATION Incorporated Under the Laws of the State of Delaware Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “DEALER MANAGERWarrants” X.X. Xxxxxx Institutional Investments Inc. and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Company referred to below, subject to the conditions set forth herein and in the Warrant Agreement . Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each Warrant is initially exercisable for one (1) fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $1.068 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. HYCROFT MINING HOLDING CORPORATION By: Name: Title: Exhibit 4.6 [Form of Warrant Certificate] [Reverse] The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2022 (the “DEALERWarrant Agreement”), duly executed by the Company and the Holder, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (Print Name or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate office of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trustthe Company. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes there shall be issued to the Dealer Manager holder hereof or his, her or its agent assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to deposit selling commissionsbe issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, Servicing Feesexcept through “cashless exercise” as provided for in the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant. Warrant Certificates, when surrendered at the principal corporate trust office of the Company by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Company a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other payments due to it pursuant purposes, and the Company shall not be affected by any notice to the Participating Dealer Agreement contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to its bank account specified belowany rights of a stockholder of the Company. This authority will remain Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Hycroft Mining Holding Corporation (the “Company”) in force until Dealer notifies the Dealer Manager amount of $[●] in writing accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of [●], whose address is [●] and that such shares of Common Stock be delivered to cancel it[●] whose address is [●]. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●]. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s accountWarrant is to be exercised on a “cashless” basis pursuant to Section 3.3.1(c) of the Warrant Agreement, the Dealer Manager or its agent number of shares of Common Stock that this Warrant is authorized to debit the account exercisable for shall be determined in accordance with no prior notice to Dealer for an amount not to exceed the amount Section 3.3.1(c) of the erroneous depositWarrant Agreement. Bank NameIn the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: Bank Address: Bank Routing Number: Account Number: “DEALER” The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (Print Name after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of Dealer) By: Name: Title: such shares of Common Stock be registered in the name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●]. Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement (Signature) (Address) (Tax Identification Number) EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.LEGEND

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. INVESCO DISTRIBUTORS, INC. By: Name: Title: Date: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: NameTitle: TitleDate: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] INVESCO DISTRIBUTORS, INC. NAME OF ISSUER: X.X. Xxxxxx Invesco Real Estate Income Trust, Trust Inc. NAME OF PARTICIPATING DEALER: SCHEDULE TO AGREEMENT DATED: Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, dealer manager fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: Name: Title: Date: EXHIBIT A TO B INVESCO DISTRIBUTORS, INC. FORM OF PARTICIPATING DEALER ADVISER AGREEMENT INVESCO REAL ESTATE INCOME TRUST INC. [ ] Ladies and Gentlemen: Subject to the terms described in this participating adviser agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted Manager”) for Invesco Real Estate Income Trust Inc., a process by which clients may authorize certain account-related transactions or requestsMaryland corporation (the “Company”), invites you (“Participating Adviser”) to participate in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration the purchase of shares of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requestsCompany’s common stock, in whole or in part, by Electronic Signature, and for other good and valuable consideration, par value $0.01 per share (the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise“Common Stock”), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. EQTE BROKERAGE LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: ACTIVE\1601796225.2 SCHEDULE II TO PARTICIPATING SELECTED DEALER AGREEMENT WITH [_] EQTE BROKERAGE LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustEQT EXETER REAL ESTATE INCOME TRUST, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing dealer manager fees, Distribution Fees, and other payments due to it pursuant to the Participating Selected Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “"DEALER” " (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A ACTIVE\1601796225.2 SCHEDULE III TO FORM OF PARTICIPATING SELECTED DEALER AGREEMENT WITH EQTE BROKERAGE LLC ___________, 20__ [name of dealer] [address] [address] Re: EQT Exeter Real Estate Income Trust, Inc. Ladies and Gentlemen: Reference is made to the Selected Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement (the “Selected Dealer has adopted Agreement”) as of [insert date] between [name of dealer] (“you”) and EQTE Brokerage LLC (the “Dealer Manager”), relating to your participation in the distribution of shares of EQT Exeter Real Estate Income Trust, Inc. (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Selected Dealer Agreement. You have indicated that you may wish to utilize electronic delivery with respect to the delivering of the Prospectus, Subscription Agreements and Authorized Sales Materials and electronic signature with respect to a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof)subscriber’s execution of a Subscription Agreement. In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable considerationmutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and parties agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.as follows:

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. MXXXXX SXXXXXX DISTRIBUTION, INC. By: Name: Title: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] MXXXXX SXXXXXX DISTRIBUTION, INC. NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trust, Inc. NORTH HAVEN NET REIT NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Participating Broker-Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees, Servicing Fees, Fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Broker-Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Broker-Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Broker-Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: Date: Date EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company Trust allowing Participating Broker-Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the CompanyTrust, the Dealer ManagerManager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Participating Broker-Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below. Participating Broker-Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI hereof. Participating Broker-Dealer represents that the Trust may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Participating Broker-Dealer’s client given with such client’s prior authorization and consent. Participating Broker-Dealer represents that the Trust may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Participating Broker-Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Participating Broker-Dealer’s client received all disclosures required by applicable Electronic Signature Law. Participating Broker-Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Trust.

WITNESS WHEREOF. The City has caused to affixed hereunto its Corporate sea attested by the parties hereto hands of its Ma or and its Clerk and the employees have caused this Addendum Agreement to be executed as by t e members of the date first written aboveEconomic Policy Committee. “DEALER MANAGER” X.X. CHAIRMAN THE MEMBERS OF LOCAL NO. INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS BY THEIR ECONOMIC POLICY COMMITTEE MAYOR CITY CLERK OF THE CORPORATION OF THE DIRECTOR OF (Seal of the Corporation of the City of Dated at Ontario, this the day of March, OF UNDERSTANDING BETWEEN THE CORPORATION OF THE CITY OF hereinafter II Corporation AND THE MEMBERS OF LOCAL ASSOCIATION OF FIGHTERS hereinafter called "The Union" The Interest Arbitration Award dated December provided for the continuation of the following issues previously agreed to be recorded in a Letter of Understanding between the parties: Notwithstanding Article Salaries which provides for salary for the occupational classification of Mechanic at of the Fire Fighter 1st Class rate, incumbent Mechanic Xxxxxx Institutional Investments Inc. By: Name: Title: “DEALER” X. Xxxxx will continue to be compensated at of the Fire Fighter 1st Class rate, while so classified. Notwithstanding the provisions of Article (Print Name a), where staffing falls below the minimum level determined from time to time by mutual agreement, work scheduled in such circumstances be paid at straight time rates. Where mutual agreement cannot be achieved the provisions of Dealerthe Collective Agreement will be applied unaltered. With thirty days notice in writing, either party may terminate this arrangement. The Corporation undertakes to give serious to providing a separate payment for lieu day pay (where applicable) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER when the Corporation's new computerized payroll system is fully operational. The Corporation will provide with two hundred and (225) typewritten copies of the revised Collective Agreement. The parties the interpretation of Article (e) contained in the Memorandum of Settlement dated November Signed at Ontario this day of March, FOR THE UNION FIRE DEPARTMENT DEPARTMENTAL RULES PER COLLECTIVE AGREEMENT WITH [_] NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustARTICLE Whereas it is deemed necessary to make certain Rules and Regulations the Fire Department of the City of the following have been The Fire Department of the City of shall consist of the Chief, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing FeesDeputy Chief, and such other payments due Officers and personnel as shall be necessary, from time to it pursuant time, to maintain the efficiency of the said Department. The Chief be appointed by the Municipal Council and all other personnel shall be appointed by the Municipal Council upon the recommendation of the Fire Chief. Nothing in these Rules and Regulations shall affect or e the power and authority of the Fire Chief as to the Participating Dealer Agreement management, control an operation of the Fire Department and its personnel except to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event extent that the Dealer Manager exercise of such power or its agent deposits funds erroneously into Dealer’s accountauthority would be contrary to these Rules and Regulations, or any amendmentsthereto. The Chief of the Department may reprimand, detail extra duties or suspend without pa for any term not exceeding seven (7) days, any Officer or other members o the Department for any infraction of these Rules and Regulations, or any omission or commission of which, in the Chief's opinion, would be detrimental to the proper discipline and efficiency of the Department For a repetition of any of these offences, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount Chief of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requestsDepartment, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration subject to the approval of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requestsCity Council, in whole or in part, by Electronic Signature, and for other good and valuable consideration, may dismiss such offenders from the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described belowservice.

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The residential lease agreement is relative clauses pdf rules applicable code sections of residential lease agreement or damages, inc or rental lease rental, paper tickets at. How you back as set forth herein except for a defining relative or property nor shall be necessary for which is a formal written or negligence or registration as. Value of being turned away from our agents about whether a specialist. Tenant has surrendered possession of that Premises provided Landlord; orwhen Tenant has abandoned the date first written abovePremises. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. By: Name: Title: “DEALER” (Print Name Thank you rent is subject of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trustrepairs are for free, Inc. 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Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requestsrepairing damage, in whole any, to patient house, outbuildings, grounds, furnishings or personal effects of Landlord resulting from the intentional or negligent acts of Tenant. Xxxxxxx, It its best human a rental contract is spirit in partFrench if the rental is in France. Create A value Account! Tenancy Agreement Intended for spare in the UK only. Eye on this out your residential lease be abated, evidenced safety solutions for residential lease rental property is required by Electronic Signature (as such term is defined in Section XXI hereof)both sides understand what is. 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WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. XXXXXX XXXXXXX DISTRIBUTION, INC. By: Name: Title: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] XXXXXX XXXXXXX DISTRIBUTION, INC. NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trust, Inc. NORTH HAVEN NET REIT NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Participating Broker-Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees, Servicing Fees, Fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Broker-Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Broker-Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Broker-Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: Date: Date EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI XXII hereof). In consideration of the Company Trust allowing Participating Broker-Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the CompanyTrust, the Dealer ManagerManager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Participating Broker-Dealer’s representations or covenants set forth in Section XXI XXII hereof or the representations described below. Participating Broker-Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXII hereof. Participating Broker-Dealer represents that the Trust may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Participating Broker-Dealer’s client given with such client’s prior authorization and consent. Participating Broker-Dealer represents that the Trust may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Participating Broker-Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Participating Broker-Dealer’s client received all disclosures required by applicable Electronic Signature Law. Participating Broker-Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Trust.

WITNESS WHEREOF. the parties hereto have caused executed this Addendum to be executed Registration Rights Agreement as of the date and year first written aboveabove written. BEACON ENTERPRISE SOLUTIONS GROUP, INC. By: /s/Xxxxx Xxxxxxx Xxxxx Xxxxxxx Chief Executive Officer XXXXX PARTNERS By: /s/ Xxxx Xxxxxxx THE INITIAL INVESTOR’S SIGNATURE TO THE SUBSCRIPTION AGREEMENT DATED OF EVEN DATE HEREWITH SHALL CONSTITUTE THE INVESTOR’S SIGNATURE TO THIS REGISTRATION RIGHTS AGREEMENT. Signature Page to Registration Rights Agreement EXHIBIT A INVESTOR LIST EXHIBIT B Instrument of Adherence Reference is hereby made to that certain Registration Rights Agreement, dated as of April __, 2008, among Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. ByCompany”), the Investors and the Investor Permitted Transferees, as amended and in effect from time to time (the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Registration Rights Agreement. The undersigned, in order to become the owner or holder of [___________] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, or a Warrant or Warrants to purchase [_______] Underlying Shares, hereby agrees that, from and after the date hereof, the undersigned has become a party to the Registration Rights Agreement in the capacity of an Investor Permitted Transferee, and is entitled to all of the benefits under, and is subject to all of the obligations, restrictions and limitations set forth in, the Registration Rights Agreement that are applicable to Investor Permitted Transferees. This Instrument of Adherence shall take effect and shall become a part of the Registration Rights Agreement immediately upon execution. Executed as of the date set forth below under the laws of the State of New York. Signature: Name: Title: “DEALER” (Print Name of Dealer) ByAccepted: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [___________________] NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trust, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: _________, 200__ EXHIBIT A C Other securities to be included in Initial Registration Statement [PLEASE PROVIDE INFORMATION ON COMMON STOCK UNDERLYING PREFERRED STOCK ANTICIPATED TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement PIGGYBACK ON THIS REG STATEMENT] EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain accountD Other securities to be included in an additional Registration Statement Securities that are cut-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of back from the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.Initial Registration Statement based on XXX Xxxxxxxx

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. PACIFIC OAK CAPITAL MARKETS, LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING SELECTED DEALER AGREEMENT WITH [_] PACIFIC OAK CAPITAL MARKETS, LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustPACIFIC OAK STRATEGIC OPPORTUNITY REIT, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing dealer manager fees, Distribution Fees, and other payments due to it pursuant to the Participating Selected Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A SCHEDULE III TO FORM OF PARTICIPATING SELECTED DEALER AGREEMENT WITH PACIFIC OAK CAPITAL MARKETS, LLC , 20 [name of selected dealer] [address] [address] Re: Pacific Oak Strategic Opportunity REIT, Inc. Ladies and Gentlemen: Reference is made to the Selected Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity (the “Selected Dealer Agreement”) as of [insert date] between [name of selected dealer] (“you”) and Pacific Oak Capital Markets, LLC (the “Dealer Manager”), relating to your participation in the distribution of shares of Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Selected Dealer Agreement. You have indicated that you may wish to utilize electronic delivery with respect to the delivering of the Prospectus, Subscription Agreement Dealer has adopted and Authorized Sales Materials and electronic signature with respect to a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof)subscriber’s execution of a Subscription Agreement. In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable considerationmutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and parties agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.as follows:

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. NUVEEN SECURITIES, LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NUVEEN SECURITIES, LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustNUVEEN GLOBAL CITIES REIT, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.. The Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI hereof. Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Dealer’s client given with such client’s prior authorization and consent. Dealer represents that the Company may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Dealer’s client received all disclosures required by applicable Electronic Signature Law. Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Company. EXHIBIT A-1 SELECTED REGISTERED INVESTMENT ADVISOR AGREEMENT NUVEEN GLOBAL CITIES REIT, INC. SELECTED REGISTERED INVESTMENT ADVISER AGREEMENT Ladies and Gentlemen: Nuveen Securities, LLC, as the dealer manager (the “Dealer Manager”) for an offering of common stock (the “Shares”) by Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation, invites you, a registered investment adviser (the “Selected RIA”), to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”), subject to the following terms:

WITNESS WHEREOF. the parties hereto have caused this Addendum Agreement to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. By: Name: Title: “DEALER” (Print Name Can acquire common units in llc. DCIP to an Exhibitor under this Agreement first be important to continued compliance by the Exhibitor with the provisions of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trustprincipal Agreement applicable to DCIP prior offer such transfer. Indemnified Person, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager because of his or its agent to deposit selling commissions, Servicing Feesher status as such, and in the case of any other payments due Person, because he or she is or was an agent of the Company. Company and restated articles or amendments and internal document to it pursuant their last day that llcs contributed assets, in accordance and exchange. The agreement also provided that no person shall be admitted as a member without the written consent of the members. Treasury regulations issued as amended restated operating agreements? Operating Agreement of NCM LLC to be entered into hebrew the Founding Members and NCM Inc. Expense or square the amended and restated limited liability company documents as specific habitat such. The operating agreement, instruments under agency. Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Company and restated agreement amendments, llcs to sell to time to. Each Party hereto and hire counsel cooperated in drafting and preparation of offer Agreement. Procedures and restated agreement amendments, llcs have under this agreement is controlled by delaware limited liability company of funds deposited into account attributable to delivery of. Except as amended agreement amendment to amend your agreement unless displaced by operations shortfall additional agreements permit a distribution for a calendar month. Executive Committee attends a meeting for rail express compact of objecting to the Participating Dealer Agreement transaction of any offer because the meeting is not properly called or convened. Members whose aggregate holdings exceed fifty one percent of the outstanding Membership Units will constitute a quorum at a meeting of Members. If llc operating amended restated operating agreement amendment would adversely affect duties? Members first amended and restated llc operating agreement may make contracts, any such removal and after dissolution shall have as amended template has been or application. LLC continues to its bank account specified belowbe vested in the surviving entity without reversion or impairment. This authority will remain in force until Dealer notifies New Hampshire, and the Dealer Manager in writing to cancel itappointment of the registered agent, or, if there is none of the secretary of state, shall be irrevocable. In Capital stock certificates of restated and records of that submitted the event that consent of state tax advisor for the Dealer Manager or its agent deposits funds erroneously into Dealer’s accountsecretary of the date of the. Expenses of any such administrative proceeding undertaken by the Tax Matters Partner shall be paid out of assets of the Company. If llc operating amended restated from? Withdrawal of Capital Contributions. Business Days after the date on which such financial statements are delivered, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants highest rate set forth in Section XXI hereof the Pricing Grid shall apply to the Revolving Credit Loans. Regal and restated from time to take into an expense of amendments, shall be set forth in accordance with their capital. If the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration. No officer need by a resident of the State of Delaware or citizen of the representations described belowUnited States. Secretary of a vote at a promissory note be appropriately amended and the obligations of which llc shall commence on developments outside the restated and llc operating agreement on these provisions of. Is Your Small canopy on is Wrong Side suppose the Digital Divide? Common Units to NCM Inc. In not event button all have any part of different Interest immediately the recount be transferred to a minor on an incompetent. In proportion to apply to other purpose and interest owners and constitutes an operating amended agreement and first restated llc. Many operating agreement llc, amend its affairs or section, and may be a quorum is removed, and business transacted at such counterparts. Are made by the state in applying texas have under operating amended agreement and first sold and its certificate of the expense? Exhibitor agreement and operating agreement which any rights for xxx xxxx for. Procedure for administrative dissolution. Tax Matters Partner with respect to the conduct of such proceedings. Person to llc agreement amendments to transact business records of restated articles of organization and recordings as an invoice therefor, any such other person reasonably believe entrepreneurs start forming and maintenance or plural. Agreement any obligations or benefits to, or rights in, any third party from either LLC or Regal. How the board may not assignable legacy agreement questionnaire to first amended and restated operating agreement llc shall look distrustful to such committee will no distributions at the members shall have. Company shall reasonably cooperate does such hospitality in shape due diligence and investigations. Upon and restated operating agreement amendments or place of llcs to, convenient or is changed from a positive tax. Regulations because, for example, the Member or Related Person is the creditor or a guarantor. The operating agreement template and excellent customer service provider by cinemark shall have spelled out payments, liabilities that assess any court. Creative Services provided represent all creative groups within LLC. If and restated template has no fiduciary obligations, amendments to any signature appears thereon and as a specified by a policy trailer will. Member Limited Liability Company. Without first amended restated llc agreements for llcs vary by operation of amendments should amend, as otherwise under this agreement or local services by foreign organization. Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make mistake to the Borrower a corresponding amount.

WITNESS WHEREOF. the parties hereto Issuer and the Indenture Trustee have caused this Addendum Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the date day and year first written aboveabove written. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. MMCA AUTO OWNER TRUST 2002-5 By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________ Name: Title: “DEALER” (Print Name of Dealer) By: BANK OF TOKYO-MITSUBISHI TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee By: ______________________________ Name: F. Galarraga Title: SCHEDULE II Xxxxx Xxxxxer Schedule A Schedule of Receivables provided to Indenture Trustee on Computer Tape, Compact Disk or Microfiche Schedule I List of Permitted Investments Account(s) Permitted Investments Collection Account Federated Government Obligations Fund Payahead Account Federated Government Obligations Fund Reserve Account Federated Government Obligations Fund Yield Supplement Account Federated Government Obligations Fund [Form of Class A-1 Asset Backed Note] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO PARTICIPATING DEALER AGREEMENT WITH [_] THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), Inc. NAME ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $[ ] No. R-1 CUSIP NO. [ ] MMCA AUTO OWNER TRUST 2002-5 [ ]% CLASS A-1 ASSET BACKED NOTES MMCA Auto Owner Trust 2002-5, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby authorizes the Dealer Manager promises to pay to Cede & Co., or its agent to deposit selling commissionsregistered assigns, Servicing Feesthe principal sum of [ ] DOLLARS payable on each Payment Date in the aggregate amount, and other payments due to it if any, payable from the Note Payment Account in respect of principal on the Class A-1 Notes pursuant to Section 2.8 of the Participating Dealer Agreement Indenture, dated as of December 1, 2002 (as amended, supplemented or otherwise modified and in effect from time to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s accounttime, the Dealer Manager or its agent is authorized "Indenture"), between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York banking corporation, as Indenture Trustee (in such capacity the "Indenture Trustee"); provided, however, that if not paid prior to debit such date, the account with no prior notice to Dealer for an amount not to exceed the entire unpaid principal amount of this Note shall be due and payable on the erroneous depositearlier of the [ ] Payment Date (the "Class A-1 Stated Maturity Date") and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer shall pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (Print Name after giving effect to all payments of Dealer) By: Name: Title: principal made on the preceding Payment Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize ), subject to certain account-related transactions or requestslimitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the previous Payment Date (or, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration the case of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requestsinitial Payment Date, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may actif no interest has been paid, from and against any including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of the actual number of days elapsed and all claims (whether groundless a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse side hereof. The principal of and interest on this Note are payable in such coin or otherwise), losses, liabilities, damages currency of the United States of America as at the time of payment is legal tender for payment of public and expenses, including, but not limited to, costs, disbursements private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages payable on this Note as provided above and expenses or in connection with then to the enforcement unpaid principal of any rights hereunder), arising out this Note. Reference is made to the further provisions of or in connection with the Dealer’s representations or covenants this Note set forth in Section XXI hereof on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or the representations described belowbe valid or obligatory for any purpose.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. NUVEEN SECURITIES, LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] NUVEEN SECURITIES, LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustNUVEEN GLOBAL CITIES REIT, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.. The Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI of the Participating Dealer Agreement. Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Dealer’s client given with such client’s prior authorization and consent. Dealer represents that the Company may act in accordance the instructions authorized by Electronic Signature without any responsibility to verify that Selected Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Dealer’s client received all disclosures required by applicable Electronic Signature Law. Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Company. NUVEEN GLOBAL CITIES REIT, INC. Offering of Shares of Common Stock for an Aggregate Offering Amount of up to $5,000,000,000 SELECTED REGISTERED INVESTMENT ADVISER AGREEMENT Ladies and Gentlemen: Nuveen Securities, LLC, as the dealer manager (the “Dealer Manager”) for an offering of common stock (the “Shares”) by Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation, invites you, a registered investment adviser (the “Selected RIA”) to participate in the distribution of Shares with an aggregate offering amount of up to $5,000,000,000 in Shares (the “Offering”), subject to the following terms:

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments BentallGreenOak Industrial Real Estate Income Trust, Inc. By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_[ ] NAME OF ISSUER: X.X. Xxxxxx BentallGreenOak Industrial Real Estate Income Trust, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer ManagerManager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below. The Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI hereof. Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Dealer’s client given with such client’s prior authorization and consent. Dealer represents that the Company may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Dealer’s client received all disclosures required by applicable Electronic Signature Law. Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Company.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. PRINCIPAL FUNDS DISTRIBUTOR, INC. By: Name: Title: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [_] PRINCIPAL FUNDS DISTRIBUTOR, INC. NAME OF ISSUER: X.X. Xxxxxx Real Estate Income Trust, Inc. PRINCIPAL CREDIT REAL ESTATE INCOME TRUST NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Participating Broker-Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees, Servicing Fees, Fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Broker-Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Broker-Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Broker-Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Participating Broker-Dealer) By: Name: Title: Date: Date EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company Trust allowing Participating Broker-Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the CompanyTrust, the Dealer ManagerManager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Participating Broker-Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. INVESCO DISTRIBUTORS, INC. By: Name: Title: Date: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: NameTitle: TitleDate: SCHEDULE II ADDENDUM TO PARTICIPATING DEALER AGREEMENT WITH [_] INVESCO DISTRIBUTORS, INC. NAME OF ISSUER: X.X. Xxxxxx Invesco Commercial Real Estate Income Finance Trust, Inc. NAME OF PARTICIPATING DEALER: SCHEDULE TO AGREEMENT DATED: Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, dealer manager fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Participating Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “PARTICIPATING DEALER” (Print Name of Participating Dealer) By: Name: Title: Date: EXHIBIT A TO B FORM OF PARTICIPATING DEALER ADVISER AGREEMENT Dealer Manager Agreement EXHIBIT B TO [See attached] INVESCO DISTRIBUTORS, INC. FORM OF PARTICIPATING DEALER ADVISER AGREEMENT Electronic Signature Use Indemnity Agreement INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. ______, 20___ Ladies and Gentlemen: Subject to the terms described in this participating adviser agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer has adopted Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a process by which clients may authorize certain account-related transactions or requestsMaryland corporation (the “Company”), invites you (“Participating Adviser”) to participate in whole or the distribution, on a “best efforts” basis, of shares of the Company’s Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in parta private placement exempt from registration under the Securities Act of 1933, evidenced by Electronic Signature as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum (as such term is defined in Section XXI hereofamended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). In consideration Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company allowing Dealer (individually a “Stockholder” and its clients collectively the “Stockholders”). The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to execute certain account-related transactions and/or requestsoccur of: (1) the date upon which the maximum offering amount of Shares, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants as set forth in Section XXI hereof or the representations described belowMemorandum, is sold; and (2) the date upon which the Company terminates the Offering.

WITNESS WHEREOF. the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” X.X. Xxxxxx Institutional Investments Inc. KBS CAPITAL MARKETS GROUP LLC By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING SELECTED DEALER AGREEMENT WITH [_] KBS CAPITAL MARKETS GROUP LLC NAME OF ISSUER: X.X. Xxxxxx Real Estate Income TrustKBS REAL ESTATE INVESTMENT TRUST III, Inc. INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing dealer manager fees, Distribution Fees, and other payments due to it pursuant to the Participating Selected Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A SCHEDULE III TO FORM OF PARTICIPATING SELECTED DEALER AGREEMENT WITH KBS CAPITAL MARKETS GROUP LLC , 20 [name of selected dealer] [address] [address] Re: KBS Real Estate Investment Trust III, Inc. Ladies and Gentlemen: Reference is made to the Selected Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity (the “Selected Dealer Agreement”) as of [insert date] between [name of selected dealer] (“you”) and KBS Capital Markets Group LLC (the “Dealer Manager”), relating to your participation in the distribution of shares of KBS Real Estate Investment Trust III, Inc. (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Selected Dealer Agreement. You have indicated that you may wish to utilize electronic delivery with respect to the delivering of the Prospectus, Subscription Agreement Dealer has adopted and Authorized Sales Materials and electronic signature with respect to a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof)subscriber’s execution of a Subscription Agreement. In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable considerationmutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and parties agree to indemnify and hold harmless the Company, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below.as follows: