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Offer and Sale of Shares. 1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and distributor to solicit and to retain the Participating Dealers (as defined below) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement (as defined below). The Dealer Manager shall do so during the period commencing on the initial Effective Date (as defined below) and ending on the termination of this Agreement pursuant to Section 10. The number of Shares, if any, to be reserved for sale by each Participating Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal. 1.2 The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Participating Dealers�). All such engagements of Participating Dealers shall be evidenced by written agreements, the terms and conditions of which shall substantially conform to the form of Participating Dealer Agreement substantially in the form of Exhibit A hereto (the “Participating Dealer Agreement�). 1.3 Each person desiring to purchase Shares through the Dealer Manager, or any Participating Dealer, will be required to complete and execute the subscription documents described in the Prospectus. 1.4 A sale of a Share shall be deemed by the Company to be completed for purposes of this Agreement if and only if (a) the Company or an agent of the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Participating Dealer or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (b) the Company has accepted such subscription, and (c) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no selling commissions or Dealer Manager Fee (as defined below) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.

Offer and Sale of Shares. 1.1 Upon (a) Pursuant to the terms Registration Statement (the “Registration Statement�) and amendments thereto meeting the requirements of Form S-1 under the Securities Act and the rules and regulations of the SEC promulgated thereunder and the final prospectus (the “Prospectus�), the Trust is offering Shares, subject to a minimum capital commitment of $25,000 and any additional capital commitment in excess thereof in integral multiples of $1,000 (the conditions “Commitment�) per subscriber (“Subscriber�), as set forth in this Agreementthe Prospectus, the Company hereby appoints the Dealer Manager as its agent and distributor to solicit and to retain the Participating Dealers Subscription Agreement (as defined below) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement Trust Agreement (as defined below). The Dealer Manager Commitment of any Subscriber shall do so during be made as provided in the period commencing on subscription agreement (the initial Effective Date “Subscription Agreement�) completed and executed by such Subscriber in connection with the Commitment. Seven (as defined below7) and ending on Business Days after the termination effectiveness of this Agreement pursuant to Section 10. The number of Sharesthe Registration Statement (the “Closing Date�), (i) if any, to be reserved the Trust receives Commitments from Subscribers for sale by each Participating Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall accept subscriptions based upon a first-come, first accepted reservation 400,000 or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of more Shares, the Dealer Manager Trust and the Placement Agent shall act solely as the Company’s agent and not as an underwriter or principal. 1.2 The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Participating Dealers�). All such engagements of Participating Dealers shall be evidenced by written agreements, the terms and conditions of which shall substantially conform to the form of Participating Dealer Agreement substantially in the form of Exhibit A hereto instruct Signature Bank (the �Participating Dealer AgreementEscrow Agent�) to release the balance of the non-interest bearing deposit account maintained by the Escrow Agent to receive the Commitments of all Subscribers (the “Investor Funds�), and the Trust shall concurrently deliver the Shares purchased to the Subscribers, or (ii) if the Trust receives Commitments from Subscribers for less than 400,000 Shares, the Trust and the Placement Agent shall instruct the Escrow Agent to return the Investor Funds to the Subscribers, in each case, as described in the Prospectus, the Subscription Agreement and the escrow agreement with the Escrow Agent. 1.3 (b) Shares may only be sold by the Trust at the prices and terms described in the then-current Prospectus relating to the Shares. (c) Each person desiring to purchase Shares through the Dealer Manager, or any Participating Dealer, Subscriber will be required to complete deliver a completed Subscription Agreement to the Placement Agent, and execute the subscription Placement Agent will make available to the Trust and the Escrow Agent copies of each Subscription Agreement. (d) The Placement Agent and its affiliates may purchase Shares for their own account as principal, although they will be under no obligation to do so. (e) Offers of the Shares will be made by the Placement Agent, and any person acting on its behalf, including any affiliate or sales or marketing agent, only through the Prospectus and other documents described in mutually agreed upon between the Placement Agent and the Trust. The Placement Agent will deliver or cause to be delivered to each prospective investor, prior to the purchase of Shares by such investor, the Prospectus. 1.4 A (f) The Placement Agent, and any person acting on its behalf, including any affiliate or sales or marketing agent, will comply with all applicable laws and regulations with respect to the offer and sale of a Share the Shares; and neither the Placement Agent nor the Trust nor any person acting on behalf of either, including any affiliate or sales or marketing agent, will offer for sale or sell the Shares by means of any document or in any manner that does not comply with applicable laws and regulations. (g) The Placement Agent and the Trust, and any person acting on behalf of either, shall offer the Shares in compliance with the applicable law in any jurisdiction in which such offering is made. (h) To the extent required by applicable state law, the Trust shall use its best efforts to qualify and maintain the qualification of an appropriate number of its Shares for sale under the securities laws of such states as the Placement Agent and the Trust may approve; provided that the Trust shall not be deemed by required to amend the Company Trust’s trust agreement, as amended or restated from time to be completed for purposes time (the “Trust Agreement�), to comply with the laws of this Agreement if and only if (a) any state, to maintain an office in any state, to change the Company or an agent terms of the Company has received a properly completed and executed subscription agreement, together with payment offering of the full purchase price of each purchased Share, Shares in any state from an investor who satisfies the applicable suitability standards and minimum purchase requirements terms set forth in the its Registration Statement as determined by the Participating Dealer or the Dealer Managerand Prospectus, as applicable, in accordance with the provisions of this Agreement, (b) the Company has accepted such subscription, and (c) such investor has been admitted to qualify as a stockholder foreign corporation in any state or to consent to service of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, process in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no selling commissions or Dealer Manager Fee (as defined below) will be paid to the Dealer Manager state other than with respect to that portion claims arising out of any subscription which is rejectedthe offering of the Shares. The Placement Agent shall furnish such information and other material relating to its affairs and activities as may be required by the Trust in connection with such qualifications.

Offer and Sale of Shares. 1.1 Upon (a) Pursuant to the terms Registration Statement (the “Registration Statement�) and amendments thereto meeting the requirements of Form S-1 under the Securities Act and the rules and regulations of the SEC promulgated thereunder and the final prospectus (the “Prospectus�), the Trust is offering Shares, subject to a minimum capital commitment of $25,000 and any additional capital commitment in excess thereof in integral multiples of $1,000 (the conditions “Commitment�) per subscriber (“Subscriber�), as set forth in this Agreementthe Prospectus, the Company hereby appoints the Dealer Manager as its agent and distributor to solicit and to retain the Participating Dealers Subscription Agreement (as defined below) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement Trust Agreement (as defined below). The Dealer Manager Commitment of any Subscriber shall do so during be made as provided in the period commencing on subscription agreement (the initial Effective Date “Subscription Agreement�) completed and executed by such Subscriber in connection with the Commitment. Seven (as defined below7) and ending on Business Days after the termination effectiveness of this Agreement pursuant to Section 10. The number of Sharesthe Registration Statement (the “Closing Date�), (i) if any, to be reserved the Trust receives Commitments from Subscribers for sale by each Participating Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall accept subscriptions based upon a first-come, first accepted reservation 400,000 or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of more Shares, the Dealer Manager Trust and the Placement Agent shall act solely as the Company’s agent and not as an underwriter or principal. 1.2 The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Participating Dealers�). All such engagements of Participating Dealers shall be evidenced by written agreementsinstruct UMB Bank, the terms and conditions of which shall substantially conform to the form of Participating Dealer Agreement substantially in the form of Exhibit A hereto N.A. (the �Participating Dealer AgreementEscrow Agent�) to release the balance of the non-interest bearing deposit account maintained by the Escrow Agent to receive the Commitments of all Subscribers (the “Investor Funds�), and the Trust shall concurrently deliver the Shares purchased to the Subscribers, or (ii) if the Trust receives Commitments from Subscribers for less than 400,000 Shares, the Trust and the Placement Agent shall instruct the Escrow Agent to return the Investor Funds to the Subscribers, in each case, as described in the Prospectus, the Subscription Agreement and the escrow agreement with the Escrow Agent. 1.3 (b) Shares may only be sold by the Trust at the prices and terms described in the then-current Prospectus relating to the Shares. (c) Each person desiring to purchase Shares through the Dealer Manager, or any Participating Dealer, Subscriber will be required to complete deliver a completed Subscription Agreement to the Placement Agent, and execute the subscription Placement Agent will make available to the Trust and the Escrow Agent copies of each Subscription Agreement. (d) The Placement Agent and its affiliates may purchase Shares for their own account as principal, although they will be under no obligation to do so. (e) Offers of the Shares will be made by the Placement Agent, and any person acting on its behalf, including any affiliate or sales or marketing agent, only through the Prospectus and other documents described in mutually agreed upon between the Placement Agent and the Trust. The Placement Agent will deliver or cause to be delivered to each prospective investor, prior to the purchase of Shares by such investor, the Prospectus. 1.4 A (f) The Placement Agent, and any person acting on its behalf, including any affiliate or sales or marketing agent, will comply with all applicable laws and regulations with respect to the offer and sale of a Share the Shares; and neither the Placement Agent nor the Trust nor any person acting on behalf of either, including any affiliate or sales or marketing agent, will offer for sale or sell the Shares by means of any document or in any manner that does not comply with applicable laws and regulations. (g) The Placement Agent and the Trust, and any person acting on behalf of either, shall offer the Shares in compliance with the applicable law in any jurisdiction in which such offering is made. (h) To the extent required by applicable state law, the Trust shall use its best efforts to qualify and maintain the qualification of an appropriate number of its Shares for sale under the securities laws of such states as the Placement Agent and the Trust may approve; provided that the Trust shall not be deemed by required to amend the Company Trust’s trust agreement, as amended or restated from time to be completed for purposes time (the “Trust Agreement�), to comply with the laws of this Agreement if and only if (a) any state, to maintain an office in any state, to change the Company or an agent terms of the Company has received a properly completed and executed subscription agreement, together with payment offering of the full purchase price of each purchased Share, Shares in any state from an investor who satisfies the applicable suitability standards and minimum purchase requirements terms set forth in the its Registration Statement as determined by the Participating Dealer or the Dealer Managerand Prospectus, as applicable, in accordance with the provisions of this Agreement, (b) the Company has accepted such subscription, and (c) such investor has been admitted to qualify as a stockholder foreign corporation in any state or to consent to service of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, process in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no selling commissions or Dealer Manager Fee (as defined below) will be paid to the Dealer Manager state other than with respect to that portion claims arising out of any subscription which is rejectedthe offering of the Shares. The Placement Agent shall furnish such information and other material relating to its affairs and activities as may be required by the Trust in connection with such qualifications.

Offer and Sale of Shares. 1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and distributor to solicit and to retain the Participating Dealers (as defined below) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement (as defined below). The Dealer Manager shall do so during the period commencing on the initial Effective Date (as defined below) and ending on the termination of this Agreement pursuant to Section 10. The number of Shares, if any, to be reserved for sale by each Participating Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal. 1.2 The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the �Participating Dealers�). All such engagements of Participating Dealers shall be evidenced by written agreements, the terms and conditions of which shall substantially conform to the form of Participating Dealer Agreement substantially in the form of Exhibit A hereto (the “Participating Dealer Agreement�). 1.3 Each person desiring to purchase Shares through the Dealer Manager, or any Participating Dealer, will be required to complete and execute the subscription documents described in the Prospectus. 1.4 A sale of a Share shall be deemed by the Company to be completed for purposes of this Agreement if and only if (a) the Company or an agent of the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Participating Dealer or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (b) the Company has accepted such subscription, and (c) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no selling commissions or Dealer Manager Fee (as defined below) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.