Selected Dealer Agreement

I.

Relationship

II.

Submission of Subscriptions

(a)

If the Selected Dealer conducts its internal supervisory procedures at the location where subscription documents and funds are initially received, the Selected Dealer shall promptly forward the information from the subscription documents and transfer funds as set forth in the Alternative Investment Product Networking Services Agreement, dated as of March 12, 2012, as amended on January 25, 2016 and from time to time (the “AIP Agreement”), by and between the Placement Agent and American Enterprise Investment Services, Inc. (“AEIS”), an affiliate of the Selected Dealer.

(b)

If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and funds must be transmitted to the Final Review Office promptly following receipt of the subscription documents and funds by the Selected Dealer. The Final Review Office shall, following receipt of the completed subscription documents and funds or other documentation Selected Dealer may require, promptly forward the information from the subscription documents and transfer funds as set forth in the AIP Agreement.

III.

Minimum Subscription Amount

IV.

Selling Commission and Additional Sales Compensation

V.

Payment

VI.

Covenants of the Selected Dealer

(a)

In recommending a purchase of the Shares, the Selected Dealer or any person associated with the Selected Dealer shall have reasonable grounds to believe, on the basis of the information obtained from the potential investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by the Selected Dealer or an associated person, that

(i)

the prospective investor is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and meets the other suitability requirements set forth in the Memorandum;

(ii)

the prospective investor is not an “underwriter” within the meaning of Section 2(11) of the Securities Act;

(iii)

the prospective investor has a fair market value net worth to sustain the risks inherent in an investment in the Company, including but not limited to a total loss of his or her investment, lack of liquidity and other risks described in the Memorandum; and

(iv)

an investment in the Company is otherwise suitable for the prospective investor.

(b)

The Selected Dealer agrees that it will retain in its records and make available to the Company and the Placement Agent for the greater of a period of at least six (6) years following the termination of the Offering or as required pursuant to applicable FINRA Rules or rules pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act Rules”), information disclosing the basis upon which the above determination of suitability and “accredited investor” status was reached as to each such investor. The Selected Dealer agrees to make such documents and records available to (a) the Placement Agent and the Company upon request, and (b) to representatives of the SEC, FINRA and applicable state securities administrators upon the Selected Dealer’s receipt of an appropriate request for documents from any such agency. The Selected Dealer shall not purchase any Shares for a discretionary account. Pursuant to the Selected Dealer’s appointment as a dealer participating in the Offering, the Selected Dealer shall comply with all the provisions of Regulation D, insofar as Regulation D applies to Selected Dealer activities under this Agreement including, without limitation, Rule 506 thereunder. The Selected Dealer will take reasonable steps to verify the accredited status of each of its clients who subscribe to the Shares. Further, the Selected Dealer shall not engage in any activity which would not comply with or cause the Offering not to comply with Regulation D, the Securities Act, the Exchange Act, the applicable SEC rules and regulations, applicable state securities laws and regulations, this Agreement, and applicable FINRA rules and the NASD Conduct Rules, including FINRA Rules 2090 and 2111. The Selected Dealer shall comply with applicable sections of Rules 17a-3 and 17a-4 promulgated under the Exchange Act with respect to all Shares sold by Selected Dealer.

(c)

The Selected Dealer agrees and covenants that it will not distribute the Memorandum or Supplemental Information to any prospective investor with whom it does not have a reasonable basis to believe the prospective investor meets the minimum qualifications in the Memorandum.

(d)

As of the date of this Agreement, the Selected Dealer agrees that it will not accept transactions from prospective investors, unless the Selected Dealer has sufficient information concerning the prospective investor to determine the prospective investor’s current sophistication and financial circumstances, including that the prospective investor (or the prospective investor and its purchaser representative) has such knowledge and experience in financial and business matters that the prospective investor is capable of evaluating the merits and risks of an investment in the Company.

(e)

the Selected Dealer shall offer and/or sell the Shares only in those jurisdictions where the Selected Dealer has been advised in writing by the Placement Agent that the offer or sale of the Shares is permitted and where Selected Dealer and its employees and representatives participating in any such offer or sale are duly registered or exempt therefrom.

(f)

The Selected Dealer agrees that, prior to accepting a subscription for the Shares, it will inform the prospective investor of all pertinent facts relating to the illiquidity and lack of transferability or marketability of the Shares, during the term of the investment. The Selected Dealer shall make reasonable inquiry to determine if the prospective investor is acquiring the Shares for his own account or on behalf of other persons, and that the prospective investor understands the limitations on the prospective investor’s disposition of the Shares set forth in Rule 502(d) of Regulation D. This includes a determination by the Selected Dealer that the prospective investor understands that such prospective investor must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Securities Act and, thus, cannot be sold unless the Shares are subsequently registered under the Securities Act or an exemption from registration under the Securities Act is available. The Selected Dealer agrees to reasonably ensure that, in recommending or otherwise facilitating the purchase, sale or exchange of Shares to an investor, that the investor has acknowledged an apparent understanding of the fundamental risks of an investment in Shares and the tax consequences of an investment in the Shares. The Selected Dealer acknowledges and agrees that future transfers of Shares will not be made except with the consent of the Company, which may grant or withhold consent in its sole discretion.

(g)

The Selected Dealer has received copies of the Memorandum and in offering and selling the Shares, Selected Dealer shall rely only on the statements contained in the Memorandum and Supplemental Information, and not on any other statements whatsoever, either written or oral, with respect to the details of the offering of Shares. Upon request by the Selected Dealer, the Issuer Entities will provide to Selected Dealer’s registered representatives the following:

(i)

a numbered copy of the Memorandum, and all exhibits incorporated in the Memorandum;

(ii)

any Supplemental Information, including any sales material provided by the Placement Agent for use by the Selected Dealer (“Sales Material”); provided that any distribution by the Selected Dealer of such Supplemental Information shall be subject to the restrictions and limitations described in Article VII of this Agreement.

(h)

When any Supplemental Information is prepared and delivered to the Selected Dealer or its registered representatives by the Placement Agent or the Company, the Selected Dealer shall cause its registered representatives to:

(i)

distribute Supplemental Information to every person who has previously received a Memorandum from the Selected Dealer, provided such person has not otherwise indicated to the Selected Dealer that it is no longer interested in making an investment in the Offering; and

(ii)

include the Supplemental Information in all future deliveries of any Memorandum.

(i)

In connection with any offer or sale of Shares, the Selected Dealer shall:

(i)

comply in all respects with statements set forth in the Memorandum, and in any Supplemental Information as they pertain to the Selected Dealer;

(ii)

not make any statement inconsistent with statements in the Memorandum and in any Supplemental Information;

(iii)

not make any untrue or misleading statements of a material fact in connection with the Shares; and

(iv)

not provide any written information or statements other than the Memorandum and in any Supplemental Information, unless pre-approved in writing by the Placement Agent.

(j)

In connection with the solicitation and sale of the Shares, the Selected Dealer shall ensure that the prospective purchaser properly completes and executes, as appropriate, the following forms, which will be included in the subscription packet as exhibits to the Memorandum:

(i)

the Subscription Agreement and annexes attached to the Subscription Agreement; and

(ii)

any additional forms provided in any Supplemental Information, or otherwise provided to the Selected Dealer by the Placement Agent or the Company, which are intended to be completed by prospective purchasers.

(k)

The Selected Dealer will maintain and comply with written policies and procedures to ensure that it has taken or will take reasonable steps to verify that each purchaser of Shares are accredited investors, which reasonable steps may include, but are not limited to, the methods identified in Rule 506(c). The Selected Dealer shall provide the Company with a description of its policies and procedures (including any subsequent versions or updates). Upon reasonable request from the Company, during the offering, the Selected Dealer agrees to provide confirmation that it has followed its own policies and procedures.

VII.

Right to Reject Subscriptions or Cancel Sales

VIII.

Confidentiality

(a)

Notwithstanding anything to the contrary contained in this Agreement, and in addition to and not in lieu of other provisions in this Agreement:

(i)

“Confidential Information” includes, but is not limited to, all proprietary and confidential information of any party to this Agreement, and their respective subsidiaries, affiliates, and licensees, including without limitation all information regarding the business and affairs of such entities, all information regarding such entities’ customers and the customers of their subsidiaries, affiliates, or licensees; the accounts, account numbers, names, addresses, social security numbers or any other personal identifier of such customers; and any information derived therefrom. Confidential Information will not include information which is (i) in or becomes part of the public domain, except when such information is in the public domain due to disclosure by any party that violates the terms of this Agreement, (ii) demonstrably known to any party to this Agreement prior to the Effective Date, is permitted to be used without restriction and is not under any confidentiality obligation applicable to the information, (iii) independently developed by a party to this Agreement in the ordinary course of business without reference to or reliance upon any Confidential Information furnished by any party to this Agreement, or (iv) rightfully and lawfully obtained by any party to this Agreement or from any third party other than any party to this Agreement without restriction and without breach of this Agreement.

(ii)

Each party agrees that it may not use or disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to it as set forth in this Agreement and/or as may otherwise be required or compelled by applicable law, regulation or court order, and agrees to cause its respective parent company, subsidiaries and affiliates, and consultants or other entities, including its directors, officers, employees and designated agents, representatives or any other party retained for purposes specifically and solely related to the use or evaluation of Confidential Information as provided for in this Article VIII (“Representatives”) to limit the use and disclosure of Confidential Information to that purpose. If any party or any of its respective Representatives is required or compelled by applicable law, regulation, court order, decree, subpoena or other validly issued judicial or administrative process to disclose Confidential Information, such party shall use commercially reasonable efforts to notify the appropriate party of such requirement prior to making the disclosure.

(iii)

Each party agrees to implement reasonable measures designed (i) to assure the security and confidentiality of Confidential Information; (ii) to protect Confidential Information against any anticipated threats or hazards to the security or integrity of such information; (iii) to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to any customer; (iv) to protect against unauthorized disclosure of non-public personal information to unaffiliated third parties; and (v) to otherwise ensure its compliance with all applicable domestic, foreign and local laws and regulations (including, but not limited to, the Gramm-Leach-Bliley Act and Massachusetts 201 C.M.R. sections 17.00-17.04, as applicable) and any other legal, regulatory or SRO requirements. Each party further agrees to cause all of its respective Representatives or any other party to whom it may provide access to or disclose Confidential Information to implement appropriate measures designed to meet the objectives set forth in this paragraph. Each party agrees that if there is a breach or threatened breach of the provisions of this Article VIII, the other parties may have no adequate remedy in money or damages and accordingly shall be entitled to seek injunctive relief and any other appropriate equitable remedies for any such breach without proof of actual injury. Each party further agrees that it shall not oppose the granting of such relief and that it shall not seek, and agrees to waive any requirement for, the posting of any bond in connection therewith. Such remedies shall not be deemed to be the exclusive remedies for any breaches of the provisions of this Article VIII by a party or its respective representatives, and shall be in addition to all other remedies available at law or in equity.

(iv)

Upon a party’s request, the other parties shall promptly return to the requesting party any Confidential Information (and any copies, extracts, and summaries thereof) of which it is in possession, or, with the requesting party’s written consent, shall promptly destroy, in a manner satisfactory to the requesting party, such materials (and any copies, extracts, and summaries thereof) and shall further provide the requesting party with written confirmation of same; provided, that, each of the other parties shall be permitted to (i) retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Article VIII, to the extent required by applicable law or regulatory authority; and (ii) retain or use any such Confidential Information in connection with investigating or defending itself against allegations or claims made or threatened by regulatory authorities under applicable securities laws if reasonably necessary; provided that, promptly upon receiving any such demand or request and, to the extent it may legally do so, such receiving party advises the disclosing party of such demand or request prior to making such disclosure.

(v)

This Article VIII shall survive the termination of this Agreement.

IX.

Memorandum and Supplemental Information; Due Diligence

(a)

The Selected Dealer is not authorized or permitted to give and shall not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum and Supplemental Information for use in making investor solicitations. The Selected Dealer will use and distribute, in conjunction with the offer and sale of any Shares, only the Memorandum and Supplemental Information. The Placement Agent shall supply the Selected Dealer with reasonable quantities of the Memorandum, any amendments or supplements thereto, as well as any Supplemental Information, for delivery to investors, and the Selected Dealer shall deliver a copy of the Memorandum and all supplements thereto and any amended Memorandum to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to such investor. The Selected Dealer agrees that it shall not show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Placement Agent and marked “dealer only” or otherwise indicating that it is or should be considered an “institutional communication” within the meaning of FINRA Rule 2210, or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to any prospective investor. The Selected Dealer agrees that it shall not use in connection with the offer or sale of Shares any material or writing that relates to another entity supplied to it by the Company or the Placement Agent bearing a legend that states that such material may not be used in connection with the offer or sale of any securities other than the entity to which it relates. Upon execution of this Agreement, and in offering and selling Shares, the Selected Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act.

(b)

In connection with the Selected Dealer’s due diligence review of the Company, the Placement Agent shall, during the Offering and for so long as Selected Dealer’s customers own the Shares sold hereunder, (i) upon reasonable notice, make available to the Selected Dealer material information concerning the business, assets, operations and financial condition of the Company that the Selected Dealer reasonably requests in connection with the performance of its obligations hereunder; and (ii) provide the Selected Dealer with reasonable access to the Company’s officers, directors, employees, accountants, counsel and other advisors and agents as the Selected Dealer shall reasonably deem appropriate. The Information provided to its diligence personnel and other agents of the Selected Dealer that are conducting a due diligence inquiry on behalf of the Selected Dealer (collectively, the “Diligence Personnel”) pursuant to this Article VIII(b) shall be labelled “Confidential Information” for purposes of this Agreement. The Selected Dealer shall be entitled to assume (i) that all  Confidential Information furnished by the Company or on its behalf, including any information provided to any governmental agency, shall be true, complete and correct in all material respects and shall not contain any misstatement of material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleading, as of the date and time provided to the Selected Dealer, and (ii) that the Placement Agent will use reasonable efforts to notify the Selected Dealer if the Placement Agent learns of any material inaccuracy or misstatement in, or any material omission from, any such Confidential Information. The Placement Agent recognizes and confirms that the Selected Dealer, in performing its due diligence review, may be using Confidential Information provided by the Company and the Placement Agent, including, without limitation, information filed with governmental agencies, and that the Selected Dealer does not assume responsibility for and may rely, without independent verification, solely upon the accuracy and completeness of any such information.

(c)

The Selected Dealer agrees to not disclose, and to cause its Diligence Personnel not to disclose, such Confidential Information to the public, or the Selected Dealer’s sales staff or financial advisors, or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. The Selected Dealer further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (i) limiting access to such information to persons who have a need to know such information only for the purpose of the Selected Dealer’s due diligence inquiry and (ii) informing each recipient of such Confidential Information of the Selected Dealer’s confidentiality obligation. The Selected Dealer acknowledges that Selected Dealer or its Diligence Personnel may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. The Selected Dealer acknowledges that Selected Dealer or its Diligence Personnel may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (x) if approved in writing for disclosure by the Company or the Placement Agent, (y) pursuant to a subpoena or as required by law, or (z) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the SEC or FINRA), provided that the Selected Dealer shall notify the Placement Agent in advance, if practicable under the circumstances, of any attempt to obtain Confidential Information pursuant to provisions (y) and (z).

X.

License and Association Membership

(a)

The Selected Dealer is duly registered under the provisions of the Exchange Act, as a dealer, and the Selected Dealer is a member in good standing of FINRA. The Selected Dealer is duly registered as a broker/dealer in the states where the Selected Dealer is required to be registered in order to carry out the Selected Dealer’s obligations as contemplated by this Agreement and the Memorandum. The Selected Dealer and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Selected Dealer agrees to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Shares, and the Selected Dealer agrees to comply with all statutes and other requirements applicable to the Selected Dealer as a broker/dealer under those registrations;

(b)

The representations and warranties that Selected Dealer has made in this Agreement are and shall be true and correct throughout the Offering;

(c)

The Selected Dealer shall be in timely compliance with all of its obligations under this Agreement at all times throughout the Offering; and

(d)

The Selected Dealer is familiar with all requirements of Rule 506(d) of Regulation D and, after reasonable inquiry, the Selected Dealer has determined that as of the date specified in Exhibit A, none of (i) the Selected Dealer, (ii) any managing member, general partner, director, executive officer or other officer of the Selected Dealer participating in the Offering, or (iii) any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each of the persons and entities specified in the immediately preceding clauses (i) through (iii), inclusive, collectively, “Subject Persons”) is or has been the subject of a “disqualifying event” as described in Rule 506(d) of Regulation D (attached hereto as Exhibit A) that would require disclosure in the Memorandum or that would adversely affect the Company’s reliance on any federal or state securities registration exemption. The Selected Dealer hereby agrees that it will promptly notify the Company and the Placement Agent upon becoming aware of any disqualifying event applicable to any Subject Person after the date of this Agreement and through the termination date of the Offering. Prior to a Closing, at the request of the Placement Agent, the Selected Dealer shall deliver to the Placement Agent and the Company a certificate confirming that the representations and warranties of the Selected Dealer in this Article X(e) are true and correct with the same effect as if made on the date of this Agreement, and that the Selected Dealer has performed all covenants contained in this Article X(e). The Selected Dealer acknowledges that the Selected Dealer’s failure to provide such a certificate may result in the Company’s determination not to accept one or more subscriptions submitted by the Selected Dealer.

XI.

Representations, Warranties, and Covenants of the Issuer Entities

(a)

The Shares are not required to be and have not and will not be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the rules and regulations promulgated thereunder in connection with the Offering. The Shares will be offered and sold in the Offering in reliance upon applicable exemptions from registration under the laws, regulations, and policy statements of any state in which the Shares are being offered or sold.

(b)

The Company will establish an exemption of the Shares from qualification or registration for offering and sale under the laws of any jurisdictions in the United States in which the Shares are offered or sold. The Company will promptly advise the Selected Dealer in writing when the Shares are deemed to be exempt from qualification and registration in each jurisdiction. The Company will promptly advise Selected Dealer in writing in the event that the securities administrator of any jurisdiction deems that the Shares are not exempt from registration and qualification in any jurisdiction, or in the event of the institution of any proceedings relating to the status of the Shares. The Company will use its reasonable best efforts to maintain the exempt status of the Shares.

(c)

The Memorandum does not and shall not include any untrue statement of a material fact or fail to state a material fact necessary to make the statements therein not misleading in light of the circumstances as of the date hereof and will not include or omit any such statement as of the date of any Closing. If the Company amends or supplements the Memorandum at any time, the Company will promptly notify the Placement Agent thereof and will prepare and distribute to the Selected Dealer and Investors such amendment or supplement.

(d)

This Agreement has been duly and validly authorized, executed, and delivered by or on behalf of the Issuer Entities and constitutes the valid and binding obligation of the respective Issuer Entities enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affect creditors’ rights generally or by equitable principles relating to the availability of remedies).

(e)

There is no claim, action, suit, controversy, audit, arbitration, mediation or proceeding, before or by any court or regulatory authority (collectively, “Action”) pending or, to the knowledge of the Issuer Entities, threatened, that adversely affects the Offering by preventing, prohibiting or causing the transactions contemplated by this Agreement to be rescinded following consummation, or have a material adverse effect on the condition (financial or otherwise), prospects, net worth, earnings, cash flows, business, or operations of the Issuer Entities (an “Issuer Entity Material Adverse Effect”). The aggregate of all pending Actions to which the Issuer Entities or any of their respective subsidiaries is a party or to which any of their respective assets is subject that are not described in the Memorandum, including ordinary routine litigation incidental to the business, will not result in an Issuer Entity Material Adverse Effect.

(f)

In addition to, and apart from, the Memorandum, the Company or the Placement Agent may prepare and provide certain Sales Material in connection with the Offering. This Sales Material may include a brochure describing the objectives of the Company, as well as articles and publications about the Company and the Shares. If FINRA or any governmental agency (including, without limitation, any state securities regulator or commissioner) or other self-regulatory organization prohibits the use of any Sales Material, the Company or Placement Agent shall promptly provide written notice of such fact to the Selected Dealer, and such notice shall specifically identify the prohibited Sales Material. The Selected Dealer shall not use Sales Material in connection with this Offering other than Sales Material prepared by the Placement Agent or the Company.

(g)

The Issuer Entities shall permit the Selected Dealer to conduct reasonable and customary initial and ongoing due diligence with respect to the Shares. In connection with such investigation, the Issuer Entities shall cause the Company to provide the Selected Dealer with such information about the Company (financial or otherwise) as the Selected Dealer shall reasonably request to the extent such disclosure is not prohibited by agreement or under applicable law.

(h)

The Issuer Entities are subject to policies, procedures and internal controls reasonably designed to prevent and detect violations of applicable anti-corruption laws (including, but not limited to, the Foreign Corrupt Practices Act (“FCPA”)). The Issuer Entities agree (A) to remain subject to such policies, procedures and controls during the term of this Agreement and (B) not to violate applicable anti-corruption laws (including but not limited to the FCPA) in connection with their performance under this Agreement.

(i)

Each Issuer Entity is duly organized, validly existing, and in good standing under the laws of the jurisdictions in which it does business. Each Issuer Entity has the requisite corporate power and authority to execute this Agreement and to perform its duties hereunder.

(j)

The Placement Agent is a member of FINRA and a broker-dealer registered as such under the Exchange Act, and under the securities laws of the states in which the Shares are to be offered or sold. The Placement Agent is properly registered as a broker-dealer with the Commission pursuant to the Exchange Act, and is duly licensed or registered as a broker-dealer in each state in which the conduct of its business requires licensing or registration.

(k)

The Company possesses and maintains all such qualifications, licenses and registrations issued by any regulatory authority necessary to conduct the business now operated by it and for this Offering (“Governmental Licenses”) and is in compliance with the terms and conditions of all such Governmental Licenses and all of the Governmental Licenses are valid and in full force and effect, except where the failure so to possess or comply or invalidity or ineffectiveness would not reasonably be expected to have an Issuer Entity Material Adverse Effect. The Company will immediately notify the Selected Dealer in writing if any Governmental License is revoked or modified. The Company has not received any notice of proceedings relating to the revocation or modification of its Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have an Issuer Entity Material Adverse Effect.

(l)

Neither the consummation of any of the transactions herein contemplated nor the fulfillment of the terms hereof (i) has or will conflict with or result in a breach or violation of, constitute a default under (A) the charter, bylaws or similar organizational documents of any Issuer Entity, or (B) to the Issuer Entities’ knowledge, any rule or regulation or order of any regulatory authority having jurisdiction over the Issuer Entities; or (ii) will result in the imposition of any lien, charge or encumbrance upon any assets of the Issuer Entities, except (A) as disclosed in the Memorandum, (Y) due to a violation of the terms of this Agreement by Selected Dealer or (Z) in the case of (B) above, where any such conflicts, breaches or defaults would not be expected to have an Issuer Material Adverse Effect.

(m)

In issuing and distributing the Shares, the Issuer Entities agree to comply in all material respects with any applicable requirements of the Securities Act, the Exchange Act, applicable state securities laws, and the published rules and regulations thereunder, and any applicable FINRA rules. The Issuer Entities have exercised reasonable care to determine whether any Covered Person (defined in Rule 506(d) of Regulation D) is subject to a bad actor disqualification (enumerated in Rule 506(d) of regulation D), and will promptly notify Selected Dealer if they become aware of any Covered Person who is or becomes the subject of a disqualifying event that would require disclosure or disqualification under the rule hereafter.

(n)

The Company owns or possesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and none of the Issuer Entities have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Issuer Entities, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, could reasonably be expected to have or result in an Issuer Entity Material Adverse Effect.

(o)

The Issuer Entities agree and covenant that they shall abide by the sales policies established by Selected Dealer as amended from time to time, and provided in writing to the Placement Agent reasonably in advance,  when providing sales support to Ameriprise’s financial advisors pursuant to this Agreement; provided that, the Issuer Entities shall be required to abide the terms of such policies as set forth in the versions of such policies provided in writing to the Issuer Entities by the Selected Dealer as of the date of this Agreement, unless and until the Selected Dealer provides copies of any amended versions of such policies to the Issuer Entities.

(p)

The Issuer Entities agree that they will not use any company name, trade name, trademark, service mark, or logo of Ameriprise Financial or any entity controlling, controlled by, or under common control with Ameriprise Financial without the prior written consent of Ameriprise Financial. Such trademarks include, without limitation, “Ameriprise,” “Ameriprise Financial,” “Ameriprise Financial Services,” “RiverSource,” and “Columbia.” Ameriprise Financial will not use any company name, trade name, trademark, service mark, or logo of the Issuer Entities or any entity controlling, controlled by, or under common control with Issuer Entities without the prior written consent of Issuer Entities.

XII.

Anti-Money Laundering Compliance Programs

XIII.

Limitation of Offer; Method of Offer; Suitability

XIV.

Memorandum Filing

XV.

Indemnification

(a)

The Issuer Entities and the Sponsor agree, jointly and severally, to indemnify and hold harmless the Selected Dealer and its affiliates, and any of their respective officers, directors, employees and agents thereof (collectively, for purposes of this Article XV(a), the “AFSI Indemnified Parties”), against any and all loss, liability, claim, damage and expense whatsoever (collectively “Losses”) caused by any (i) untrue statement or alleged untrue statement of a material fact contained in the Memorandum or any amendment or supplement thereto, or any Sales Material or other materials provided by the Issuer Entities for use by Selected Dealer to offer and sell the Shares, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) any material breach by the Issuer Entities of any representation, warranty, covenant or agreement contained herein; and (iii) violation or alleged violation to the extent caused by an act or omission of the Issuer Entities, or an employee or agent thereof, in connection with the offer or sale of the  Shares of any applicable state or federal law, any rule or regulation or instruction thereunder, or any FINRA rule or regulation, including without limitation any violation or alleged violation of any state securities law; provided, however, that in no case is the foregoing indemnity to be deemed to  protect  any  of  the  AFSI  Indemnified Parties against any  liability  to  which  any  such  person  would  otherwise  be  subject  by  reason  of the willful misfeasance,  bad  faith  or  gross  negligence  of  the  Selected  Dealer  in  the  performance of its duties under this Agreement or by reason of the reckless disregard of the Selected Dealer’s obligations and duties under this Agreement.

(b)

The Selected Dealer agrees to indemnify and hold harmless the Issuer Entities, and any of their respective officers, directors, employees and agents thereof (collectively, for purposes of this XV(b), the “Issuer Entity Indemnified Parties”) against any Losses caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Memorandum or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but solely to the extent that such loss, liability, claim, damage or expense results from an untrue statement of material fact or omission of a material fact contained in information provided by Selected Dealer in writing to the Placement Agent or the Company specifically for inclusion in the Memorandum; (ii) any material breach by Selected Dealer of any representation, warranty, covenant or agreement contained herein; and (iii) any violation or alleged violation to the extent caused by an act or omission of Selected Dealer, or a registered representative, employee or agent thereof, in connection with the offer or sale of the Shares of any applicable state or federal law, any rule or regulation or instruction thereunder, or any FINRA rule or regulation, including without limitation any violation or alleged violation of any state securities law by Selected Dealer or any of its registered representatives, agents or employees in the absence of proper registration, or any applicable federal, state or FINRA rules regarding investor suitability; provided, however, that in no case is the foregoing indemnity to be deemed to protect any of the Issuer  Entity  Indemnified  Parties against  any  liability  to  which any such person would otherwise be subject by reason of the willful misfeasance, bad faith or gross negligence of an  Issuer Entity  in the  performance  of its  duties  under this Agreement  or  by  reason  of the reckless disregard of the Issuer Entities’ obligations and duties under this Agreement.

(c)

An indemnified party shall give prompt notice to the indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which the indemnifying party may have otherwise than on account of this indemnity agreement, except to the extent the indemnifying party is prejudiced by such lack of notice.

XVI.

Limitation of Liability

XVII.

Termination and Survival of Payment Obligations

XVIII.

Notice

If to the Company:

CNL Strategic Capital, LLC

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801 

If to the Placement Agent:

CNL Securities Corp.

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801 

XIX.

Arbitration, Attorneys’ Fees, and Applicable Law

XX.

Severability

XXI.

No Waiver

XXII.

Successor and Assignment

XXIII.

Survival of Provisions

XXIV.

Authorization

XXV.

Further Correspondence

By: 

/s/ Frank McCarthy

Name: 

Frank McCarthy

Title: 

Senior Vice President and General Manager d  

CNL FINANCIAL GROUP, LLC

By: 

/s/ Tammy Tipton

Name: 

Title: 

CFO

(i)

An Ameriprise solicitor, defined as any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sales of applicable Fund securities; and

(ii)

Ameriprise directors, executive officers or other officers participating in the offering of such Ameriprise solicitor.