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DOCUMENT TITLE:  FORM OF DEALER MANAGER AGREEMENT .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

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Clause Heading
a - Effective Registration Statement and Prospectus.
b - Organization.
c - Compliance with the Securities Act.
d - Use of Proceeds.
e - Absence of Further Consents and Approvals.
f - No Order of Suspension.
g - No Pending Actions.
h - Absence of Conflict or Default.
i - Requisite Authority.
j - Authorization of Agreement.
k - Authorization of Shares.
l - Taxes.
m - Financial Statements.
n - Investment Company Act.
o - Qualification as a Real Estate Investment Trust.
p - Sales Material.
q - Supplemental Sales Materials.
r - Lock-Up.
a - Furnishing Materials.
b - Qualification of Shares.
c - Effectiveness of Registration; Stop Orders.
d - Amendments and Supplements.
e - Supplemental Sales Materials.
f - Offering Expenses.
g - Continued Compliance.
h - Dealer Manager Expenses.
a - Organization.
a - Organization.
b - Authorization of Agreement.
b - Authorization of Agreement.
c - No Pending Actions.
c - Absence of Conflict or Default.
d - Broker Dealer Registration; FINRA Membership.
e - Anti-Money Laundering.
f - Disclosure.
a - Appointment of Dealer Manager; Best Efforts.
b - Commencement of Sales; Termination.
c - Suitability.
d - Offering Price.
e - Permissible Materials.
f - Compliance with Laws.
g - Subscription Agreement.
h - Offering Jurisdictions.
i - Additional Information; Notification of Conferences and Seminars.
c - Dealer Manager Warrants.
7 - Issuance of Confirmations to Purchasers.
9 - Survival of Provisions.
10 - Governing Law.
11 - SUBMISSION TO JURISDICTION; VENUE.
12 - WAIVER OF JURY TRIAL.
13 - Severability.
14 - Delay Not a Waiver.
15 - Counterparts.