Exhibit 10.15


 


UNITED DEVELOPMENT FUNDING IV

UP TO 35,000,000 COMMON SHARES OF BENEFICIAL INTEREST


 


AMENDED AND RESTATED EXCLUSIVE DEALER
MANAGER AGREEMENT


 


November 10, 2009


 


Realty Capital Securities, LLC

Three Copley Place, Suite 3300

Boston, Massachusetts 02116


 


Ladies and Gentlemen:


 


United Development Funding IV (the “Trust”)
is a Maryland real estate investment trust that intends to qualify to be taxed as a real estate investment trust (a “REIT”)
for federal income tax purposes beginning with the taxable year ending December 31, 2009, or the first year during which the
Trust begins material operations. The Trust proposes to offer (a) up to 25,000,000 common shares of beneficial interest, $.01
par value per share (the “Shares”), for a purchase price of $20.00 per Share, in the primary offering
(the “Primary Offering”), and (b) up to 10,000,000 Shares for a purchase price of $20.00 per Share
for issuance through the Trust’s distribution reinvestment program (the “DRP” and together with
the Primary Offering, the “Offering”) (subject to the right of the Trust to reallocate such Shares between
the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined
in Section 1(a)).


 


The Trust will be managed by UMTH General
Services, L.P. (the “Advisor”) pursuant to the advisory agreement to be entered into between the Trust
and the Advisor (the “Advisory Agreement”) substantially in the form included as an exhibit to the Registration
Statement (as defined in Section 1(a)).


 


This Amended and Restated Exclusive Dealer
Manager Agreement (this “Agreement”) amends, restates and replaces in full that certain Exclusive Dealer
Manager Agreement, dated as of August 24, 2009, by and among the Trust, the Advisor and the Dealer Manager (as defined below).
Upon the terms and subject to the conditions contained in this Agreement, the Trust hereby appoints Realty Capital Securities,
LLC, a Delaware limited liability company (the “Dealer Manager”), to act as the exclusive dealer manager
for the Offering, and the Dealer Manager desires to accept such engagement.


 




    	 



    	 



    

 


1. REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE ADVISOR.
The Trust and the Advisor hereby represent, warrant and agree during the term of this Agreement as follows:


 


(a) REGISTRATION STATEMENT AND PROSPECTUS. In connection
with the Offering, the Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”)
a registration statement (File No. 333-152760) on Form S-11 for the registration of the Shares under the Securities Act of
1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated
thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration
statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein,
as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”)
are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”,
except that (i) if the Trust files a post-effective amendment to such registration statement, then the term “Registration
Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission,
refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer
to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Trust pursuant to either
Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration
Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus”
shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which
it shall have been filed. As used herein, the terms “Registration Statement”, “preliminary Prospectus”
and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective
Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context
otherwise requires.


 


(b) DOCUMENTS INCORPORATED BY REFERENCE. The documents
incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter are filed with the Commission,
will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”),
and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and
as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not and will not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(c) COMPLIANCE WITH THE SECURITIES ACT, ETC. During the
term of this Agreement:


 




    	2



    	 



    

 


(i) the Registration Statement, the Prospectus and any
amendments or supplements thereto have complied, and will comply, in all material respects with the Securities Act, the Securities
Act Rules and Regulations, the Exchange Act and the Exchange Act Rules and Regulations; and


 


(ii) the Registration Statement does not, and any amendment
thereto will not, in each case as of the applicable Effective Date, include any untrue statement of material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does
not, and any amendment or supplement thereto will not, as of the applicable filing date, include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading; provided, however, that the foregoing provisions of
this Section 1(c) will not extend to any statements contained in or omitted from the Registration Statement or the
Prospectus that are based upon written information furnished to the Trust by the Dealer Manager expressly for use in the Registration
Statement or Prospectus.


 


(d) SECURITIES MATTERS. There has not been (i) any
request by the Commission for any further amendment to the Registration Statement or the Prospectus or for any additional information,
(ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution
or, to the Trust’s knowledge, threat of any proceeding for that purpose, or (iii) any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction or any initiation or, to the Trust’s knowledge,
threat of any proceeding for such purpose. The Trust is in compliance in all material respects with all federal and state securities
laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to the Offering and
the sale of the Shares.


 


(e) TRUST STATUS. The Trust is a trust duly formed and
validly existing under the real estate investment trust law of Maryland, with all requisite power and authority to enter into this
Agreement and to carry out its obligations hereunder.


 


(f) AUTHORIZATION OF AGREEMENT. This Agreement is duly
and validly authorized, executed and delivered by or on behalf of the Trust and constitutes a valid and binding agreement of the
Trust 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 which affect creditors’
rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability
of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws).


 






    	3



    	 



    

 


The execution and delivery of this Agreement and the performance
of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of the terms hereof, do not and
will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (i) the
Trust’s or any of its subsidiaries’ declaration of trust, charter, bylaws, or other organizational documents, as the
case may be; (ii) any indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument
to which the Trust or any of its subsidiaries is a party or by which the Trust or any of its subsidiaries or any of their properties
is bound except, for purposes of this clause (ii) only, for such conflicts, breaches or defaults that do not result in and
could not reasonably be expected to result in, individually or in the aggregate, a Trust MAE (as defined below in this Section 1(f));
or (iii) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over
the Trust, any of its subsidiaries or any of their properties. No consent, approval, authorization or order of any court or other
governmental agency or body has been or is required for the performance of this Agreement or for the consummation by the Trust
of any of the transactions contemplated hereby (except as have been obtained under the Securities Act, the Exchange Act, from
the Financial Industry Regulatory Authority (the “FINRA”) or as may be required under state securities
or applicable blue sky laws in connection with the offer and sale of the Shares or under the laws of states in which the Trust
may own real properties in connection with its qualification to transact business in such states or as may be required by subsequent
events which may occur). Neither the Trust nor any of its subsidiaries is in violation of its declaration of trust, charter, bylaws
or other organizational documents, as the case may be.


 


As used in this Agreement, “Trust MAE”
means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could
reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business affairs
or business prospects of the Trust and its subsidiaries considered as one enterprise, or (B) the ability of the Trust to perform
its obligations under this Agreement or the validity or enforceability of this Agreement or the Shares.


 


(g) ACTIONS OR PROCEEDINGS. As of the initial Effective
Date, there are no actions, suits or proceedings against, or investigations of, the Trust or its subsidiaries pending or, to the
knowledge of the Trust, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the issuance of the Shares or the consummation of any of the transactions
contemplated by this Agreement, (iii) that might materially and adversely affect the performance by the Trust of its obligations
under or the validity or enforceability of, this Agreement or the Shares, (iv) that might result in a Trust MAE, or (v) seeking
to affect adversely the federal income tax attributes of the Shares except as described in the Prospectus. The Trust promptly will
give notice to the Dealer Manager of the occurrence of any action, suit, proceeding or investigation of the type referred to above
arising or occurring on or after the initial Effective Date.


 






    	4



    	 



    

 


(h) ESCROW AGREEMENT. The Trust will enter into an amended
and restated escrow agreement (the “Escrow Agreement”) with the Dealer Manager and LegacyTexas Bank
(the “Escrow Agent”), substantially in the form included as an exhibit to the Registration Statement,
which provides for the establishment of an escrow account (the “Escrow Account”) to receive and hold
subscription funds in respect of Shares of the Trust. Once a minimum of $1,000,000 of subscription funds has been deposited in
the Escrow Account, the Trust will deposit (or cause to be deposited upon instruction to the Dealer Manager and the Soliciting
Dealers (as defined in Section 3(a))) all subscription funds to a designated deposit account in the name of the Trust
(the “Deposit Account”) at a bank which shall be subject to the reasonable prior approval of the Dealer
Manager, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. The Deposit Account
shall be subject to a deposit control agreement executed by the depositary, the Trust, and the Dealer Manager, which shall be
substantially in the form included as an exhibit to the Registration Statement (the “Control Agreement”).


 


(i) SALES LITERATURE. Any supplemental sales literature
or advertisement (including, without limitation any “broker-dealer use only” material), regardless of how labeled or
described, used in addition to the Prospectus in connection with the Offering which previously has been, or hereafter is, furnished
or approved by the Trust (collectively, “Approved Sales Literature”), shall, to the extent required,
be filed with and approved by the appropriate securities agencies and bodies, provided that the Dealer Manager will make all FINRA
filings, to the extent required. Any and all Approved Sales Literature did not or will not at the time provided for use include
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading.


 


(j) AUTHORIZATION OF SHARES. The Shares have been duly
authorized and, upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and
nonassessable and will conform to the description thereof contained in the Prospectus.


 


(k) TAXES. Any taxes, fees and other governmental charges
in connection with the execution and delivery of this Agreement or the execution, delivery and sale of the Shares have been or
will be paid when due.


 


(l) INVESTMENT COMPANY. The Trust is not, and neither the
offer or sale of the Shares nor any of the activities of the Trust will cause the Trust to be, an “investment company”
or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as
amended.


 


(m) TAX RETURNS. The Trust has filed all material federal,
state and foreign income tax returns required to be filed by or on behalf of the Trust on or before the due dates therefor (taking
into account all extensions of time to file) and has paid or provided for the payment of all such material taxes indicated by such
tax returns and all assessments received by the Trust to the extent that such taxes or assessments have become due.


 




    	5



    	 



    

 


(n) REIT QUALIFICATIONS. The Trust will make a timely election
to be subject to tax as a REIT pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the
“Code”) for its taxable year ended December 31, 2009, or the first year during which the Trust begins
material operations. The Trust has been organized and operated in conformity with the requirements for qualification and taxation
as a REIT. The Trust’s current and proposed method of operation as described in the Registration Statement and the Prospectus
will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.


 


(o) INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The
accountants who have certified certain financial statements appearing in the Prospectus are an independent registered public accounting
firm within the meaning of the Securities Act and the Securities Act Rules and Regulations. Such accountants have not been engaged
by the Trust to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).


 


The Trust and its subsidiaries each maintains a system of internal
accounting and other controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance
with management‘s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Except as described in the Registration Statement, since the end of
the Trust’s most recent audited fiscal year, there has been (A) no material weakness in the Trust’s internal control
over financial reporting (whether or not remediated), and (B) no change in the Trust’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial
reporting.


 


(p) PREPARATION OF THE FINANCIAL STATEMENTS. The financial
statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the
consolidated financial position of the Trust and its subsidiaries as of and at the dates indicated and the results of their operations
and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting
principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly
stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration
Statement or any applicable Prospectus.


 


(q) MATERIAL ADVERSE CHANGE. Since the respective dates
as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or
contemplated thereby, there has not occurred a Trust MAE, whether or not arising in the ordinary course of business.


 




    	6



    	 



    

 


(r) GOVERNMENT PERMITS. The Trust and its subsidiaries
possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct the business now operated by them, other than those the failure to possess or own would not have, individually
or in the aggregate, a Trust MAE. Neither the Trust nor any of its subsidiaries has received any notice of proceedings relating
to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would result in a Trust MAE.


 


(s) ADVISOR; ADVISORY AGREEMENT.


 


(i) The Advisor is a limited partnership duly formed and
validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and
to carry out its obligations hereunder.


 


(ii) Each of this Agreement and the Advisory Agreement
is duly and validly authorized, executed and delivered by or on behalf of the Advisor and constitutes a valid and binding agreement
of the Advisor 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 which affect
creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that
the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities
laws).


 


(iii) The execution and delivery of each of this Agreement
and the Advisory Agreement and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach
of any of the terms and provisions of, or constitute a default under: (i) the Advisor’s or any of its subsidiaries’
charter or bylaws, or other organizational documents; (ii) any indenture, mortgage, deed of trust, voting trust agreement,
note, lease or other agreement or instrument to which the Advisor or any of its subsidiaries is a party or by which the Advisor
or any of its subsidiaries or any of their properties is bound except, for purposes of this clause (ii) only, for such conflicts,
breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (A) a material
adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, or (B) a
Trust MAE; or (iii) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction
over the Advisor or any of its properties. No consent, approval, authorization or order of any court or other governmental agency
or body has been or is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of
its agreement of limited partnership or other organizational documents.


 


(iv) There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge
of the Advisor, threatened against or affecting the Advisor.


 






    	7



    	 



    

 


(v) The Advisor possesses such certificates, authorities
or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business
now operated by it, other than those the failure to possess or own would not have or result in, individually or in the aggregate,
(A) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of
the Advisor, (B) a Trust MAE, or (C) a material adverse effect on the performance of the services under the Advisory
Agreement by the Advisor, and the Advisor has received any notice of proceedings relating to the revocation or modification of
any such certificate, authority or permit.


 


(t) PROPERTIES. Except as otherwise disclosed in the Prospectus
and except as would not result in, individually or in the aggregate, a Trust MAE, (i) all properties and assets described
in the Prospectus are owned with good and marketable title by the Trust and its subsidiaries, and (ii) all liens, charges,
encumbrances, claims or restrictions on or affecting any of the properties and assets of any of the Trust or its subsidiaries which
are required to be disclosed in the Prospectus are disclosed therein.


 


(u) HAZARDOUS MATERIALS. The Trust does not have any knowledge
of (i) the unlawful presence of any hazardous substances, hazardous materials, toxic substances or waste materials (collectively,
“Hazardous Materials”) on any of the properties owned by it or its subsidiaries or subject to mortgage
loans owned by the Trust or any of its subsidiaries, or (ii) any unlawful spills, releases, discharges or disposal of Hazardous
Materials that have occurred or are presently occurring off such properties as a result of any construction on or operation and
use of such properties, which presence or occurrence in the case of clauses (i) and (ii) would result in, individually
or in the aggregate, a Trust MAE. In connection with the properties owned by the Trust and its subsidiaries or subject to mortgage
loans owned by the Trust or any of its subsidiaries, the Trust has no knowledge of any material failure to comply with all applicable
local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation,
recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Materials.


 


2. REPRESENTATIONS AND WARRANTIES OF THE DEALER MANAGER.
The Dealer Manager represents and warrants to the Trust during the term of this Agreement that:


 


(a) ORGANIZATION STATUS. The Dealer Manager is a limited
liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite
power and authority to enter into this Agreement and to carry out its obligations hereunder.


 






    	8



    	 



    

 


(b) AUTHORIZATION OF AGREEMENT. This Agreement has been
duly authorized, executed and delivered by the Dealer Manager, and assuming due authorization, execution and delivery of this
Agreement by the Trust and the Advisor, will constitute a valid and legally binding agreement of the Dealer Manager enforceable
against the Dealer Manager in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability
and except that rights to indemnity and contribution hereunder may be limited by applicable law and public policy.


 


(c) ABSENCE OF CONFLICT OR DEFAULT. The execution and delivery
of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by
the Dealer Manager will not conflict with or constitute a default under (i) its organizational documents, (ii) any indenture,
mortgage, deed of trust or lease to which the Dealer Manager is a party or by which it may be bound, or to which any of the property
or assets of the Dealer Manager is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager or its assets, properties or operations,
except in the case of clause (ii) or (iii) for such conflicts or defaults that would not individually or in the aggregate
have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the
Dealer Manager.


 


(d) BROKER-DEALER REGISTRATION; FINRA MEMBERSHIP. The Dealer
Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the
Exchange Act, a member in good standing of FINRA, and a broker or dealer duly registered as such in those states where the Dealer
Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Moreover, the Dealer
Manager’s employees and representatives have all required licenses and registrations to act under this Agreement. There is
no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to
carry out the Offering as contemplated by this Agreement.


 


(e) DISCLOSURE. The information under the caption “Plan
of Distribution” in the Prospectus insofar as it relates to the Dealer Manager, and all other information furnished to the
Trust by the Dealer Manager in writing specifically for use in the Registration Statement, any preliminary Prospectus or the Prospectus,
does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading.


 






    	9



    	 



    

 


3. OFFERING AND SALE OF THE SHARES. Upon the terms and
subject to the conditions set forth in this Agreement, the Trust hereby appoints the Dealer Manager as its agent and exclusive
distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) 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. The Dealer Manager
shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the
later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Trust’s election,
the date on which the Trust is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance
by the Trust of subscriptions for 35,000,000 Shares; (3) the termination of the Offering by the Trust, which the Trust shall
have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at
any time during the 180-day period following the initial Effective Date, the Trust shall not commence or undertake any preparations
to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date;
(4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at
any time during the 180-day period following the initial Effective Date, the Trust shall not commence or undertake any preparations
to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date;
and (5) the liquidation or dissolution of the Trust (such period being the “Offering Period”).


 


The number of Shares, if any, to be reserved for sale by each
Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Trust. In the absence
of such determination, the Trust shall, subject to the provisions of Section 3(b), accept Subscription Agreements 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 Trust’s agent and not as an underwriter or principal.


 


(a) SOLICITING DEALERS. 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 “Soliciting Dealers”); provided, however, that (i) the
Dealer Manager reasonably believes that all Soliciting Dealers are registered with the Commission, members of FINRA and are duly
licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares, (ii) all such
engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Soliciting
Dealers Agreement approved by the Trust and the Dealer Manager (the “Soliciting Dealers Agreement”),
and (iii) the Trust shall have previously approved each Soliciting Dealer (such approval not to be unreasonably withheld or
delayed).


 


(b) SUBSCRIPTION DOCUMENTS. Each person desiring to purchase
Shares through the Dealer Manager, or any other Soliciting Dealer, will be required to complete and execute the subscription documents
described in the Prospectus.


 






    	10



    	 



    

 


(c) COMPLETED SALE. A sale of a Share shall be deemed
by the Trust to be completed for purposes of Section 3(d) if and only if (i) the Trust 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 Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this
Agreement, (ii) the Trust has accepted such subscription, and (iii) such investor has been admitted as a shareholder
of the Trust. 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 Trust, 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 commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which
is rejected.


 


(d) DEALER-MANAGER COMPENSATION.


 


(i) Subject to the volume discounts and other special circumstances
described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d),
the Trust agrees to pay the Dealer Manager selling commissions in the amount of six and one-half percent (6.5%) of the selling
price of each Share for which a sale is completed from the Shares offered in the Primary Offering. The Trust will not pay selling
commissions for sales of Shares pursuant to the DRP, and the Trust will pay reduced selling commissions or may eliminate commissions
on certain sales of Shares, including the reduction or elimination of selling commissions in accordance with, and on the terms
set forth in, the Prospectus. The Dealer Manager will reallow all the selling commissions, subject to federal and state securities
laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement.


 


(ii) Subject to the special circumstances described in
or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as
compensation for acting as the dealer manager, the Trust will pay the Dealer Manager, a dealer manager fee in the amount of three
and one-half percent (3.5%) of the selling price of each Share for which a sale is completed from the Shares offered in the Primary
Offering (the “Dealer Manager Fee”). No Dealer Manager Fee will be paid in connection with Shares sold
pursuant to the DRP. The Dealer Manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject to federal and
state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement.
The Dealer Manager will expend the portion of the Dealer Manager Fee retained by the Dealer Manager and not re-allowed substantially
in accordance with an expenditure budget approved by the Trust, such approval not to be unreasonably withheld or delayed. If the
Dealer Manager desires to expend any portion of the Dealer Manager Fee retained by the Dealer Manager in a manner that is in material
variance from such agreed-upon expenditure budget, then the Dealer Manager shall obtain the prior approval of the Trust, such approval
not to be unreasonably withheld or delayed.


 


(iii) All sales commissions payable to the Dealer Manager
will be paid within thirty (30) days after the investor subscribing for the Share is admitted as a shareholder of the Trust,
in an amount equal to the sales commissions payable with respect to such Shares.


 






    	11



    	 



    

 


(iv) In no event shall the total aggregate underwriting
compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited
to, selling commissions and the Dealer Manager Fee exceed ten percent (10.0%) of gross offering proceeds from the Primary Offering
in the aggregate.


 


(v) Notwithstanding anything to the contrary contained
herein, if the Trust pays any selling commission to the Dealer Manager for sale by a Soliciting Dealer of one or more Shares and
the subscription is rescinded as to one or more of the Shares covered by such subscription, then the Trust shall decrease the next
payment of selling commissions or other compensation otherwise payable to the Dealer Manager by the Trust under this Agreement
by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Shares as to
which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Dealer Manager after
such withdrawal occurs, then the Dealer Manager shall pay the amount specified in the preceding sentence to the Trust within a
reasonable period of time not to exceed thirty (30) days following receipt of notice by the Dealer Manager from the Trust
stating the amount owed as a result of rescinded subscriptions.


 


(e) REASONABLE BONA FIDE DUE DILIGENCE EXPENSES.
The Trust or the Advisor shall reimburse the Dealer Manager or any Soliciting Dealer for reasonable bona fide due diligence
expenses incurred by the Dealer Manager or any Soliciting Dealer, subject to the Trust having given its prior approval of the incurrence
of such expenses (such approval not to be unreasonably withheld or delayed). The Trust shall only reimburse the Dealer Manager
or any Soliciting Dealer for such approved bona fide due diligence expenses to the extent such expenses have actually been
incurred and are supported by detailed and itemized invoice(s) provided to the Trust.


 


The parties hereto acknowledge that, as of the date of this
Agreement, the Trust has advanced $25,000 to the Dealer Manager as an advance against the reimbursement obligation of the Trust
in respect of certain reasonable bona fide due diligence expenses incurred or to be incurred by the Dealer Manager, the
incurrence of which up to $25,000 hereby is deemed approved by the Trust for purposes of this Agreement and for which no further
approval from the Trust hereunder shall be required. The Dealer Manager shall not seek any further reimbursement from the Trust
for any reasonable bona fide due diligence expenses unless and until such $25,000 amount has been expended by the Dealer
Manager on reasonable bona fide due diligence expenses. Upon the termination of this Agreement for any reason, then the
Dealer Manager will return to the Trust the excess (if any) of such $25,000 amount over the amount of reasonable bona fide
due diligence expenses theretofore incurred by the Dealer Manager. It is understood and agreed that the Trust shall be responsible
for the payment or reimbursement of all approved reasonable bona fide due diligence expenses incurred by the Dealer Manager
or any Soliciting Dealer on or prior to the Termination Date.


 






    	12



    	 



    

 


(f) CERTAIN ADVANCES TO DEALER MANAGER. The parties hereto
acknowledge that prior to the initial Effective Date, the Trust may have paid to the Dealer Manager advances of monies against
out-of-pocket accountable expenses actually anticipated to be incurred by the Dealer Manager in connection with the Offering (other
than reasonable bona fide due diligence expenses). Such advances shall be credited against such portion of the Dealer Manager
Fee payable pursuant to Section 3(d) that is retained by the Dealer Manager and not re-allowed until the full amount
of such advances is offset. Such advances are not intended to be in addition to the compensation set forth in Section 3(d)
and any and all monies advanced that are not utilized for out-of-pocket accountable expenses actually incurred by the Dealer Manager
in connection with the Offering (other than reasonable bona fide due diligence expenses) shall be reimbursed by the Dealer
Manager to the Trust.


 


4. CONDITIONS TO THE DEALER MANAGER’S OBLIGATIONS.
The Dealer Manager’s obligations hereunder shall be subject to the following terms and conditions, and if all such conditions
are not satisfied or waived by the Dealer Manager on or before the initial Effective Date or at any time thereafter until the Termination
Date, then no funds shall be released (1) from the Escrow Account if the Dealer Manager provides notice to this effect to
the Trust and the Escrow Agent, and (2) from the Deposit Account if the Dealer Manager provides notice to this effect to the
Trust and LegacyTexas Bank:


 


(a) The representations and warranties on the part of the
Trust and the Advisor contained in this Agreement hereof shall be true and correct in all material respects and the Trust and the
Advisor shall have complied with their covenants, agreements and obligations contained in this Agreement in all material respects;


 


(b) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and, to the
best knowledge of the Trust and the Advisor, no proceedings for that purpose shall have been instituted, threatened or contemplated
by the Commission; and any request by the Commission for additional information (to be included in the Registration Statement or
Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Dealer Manager.


 


(c) The Registration Statement and the Prospectus, and
any amendment or any supplement thereto, shall not contain any untrue statement of material fact, or omit to state a material fact
is required to be stated therein or is necessary to make the statements therein not misleading.


 






    	13



    	 



    

 


(d) On the Effective Date and at or prior to the fifth
business day following the Effective Date of each post-effective amendment to the Registration Statement that includes or incorporates
by reference the audited financial statements for the preceding fiscal year, the Dealer Manager shall have received from Whitley
Penn LLP, independent registered public accountants for the Trust, (i) a letter, dated the applicable date, addressed to
the Dealer Manager, in form and substance satisfactory to the Dealer Manager, containing statements and information of the type
ordinarily included in accountant’s “comfort letters” to placement agents or dealer managers, delivered according
to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited financial statements and
certain financial information contained in the Registration Statement and the Prospectus, and (ii) confirming that they are
(A) independent registered public accountants as required by the Securities Act, and (B) in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X.


 


(e) At or prior to the fifth business day following the
effective date of each post-effective amendment to the Registration Statement (other than post-effective amendments filed solely
pursuant to Rule 462(d) under the Securities Act and other than the post-effective amendment referred to in Section 4(d)),
the Dealer Manager shall have received from Whitley Penn LLP, independent public or certified public accountants for the Trust,
a letter, dated such date, in form and substance satisfactory to the Dealer Manager, to the effect that they reaffirm the statements
made in the letter furnished by them pursuant to Section 4(d), except that the specified date referred to therein for
the carrying out of procedures shall be no more than three business days prior to the date of such letter.


 


(f) On the Effective Date the Dealer Manager shall have
received the opinion of Morris, Manning & Martin, LLP, counsel for the Trust, and a supplemental “negative assurances”
letter from such counsel, each dated as of the Effective Date, and each in the form and substance reasonably satisfactory to the
Dealer Manager.


 


(g) At or prior to the Effective Date and at or prior to
the fifth business day following the effective date of each post-effective amendment to the Registration Statement (other than
post-effective amendments filed solely pursuant to Rule 462(d) under the Securities Act), the Dealer Manager shall have received
a written certificate executed by the Chief Executive Officer or President of the Trust and the Chief Financial Officer of the
Trust, dated as of the applicable date, to the effect that: (i) the representations and warranties of the Trust and the Advisor
set forth in this Agreement are true and correct in all material respects with the same force and effect as though expressly made
on and as of the applicable date;and (ii) the Trust and the Advisor have complied in all material respects with all the agreements
hereunder and satisfied all the conditions on their part to be performed or satisfied hereunder at or prior to the applicable date.


 


5. COVENANTS OF THE TRUST AND THE ADVISOR. The Trust
and the Advisor covenant and agree with the Dealer Manager as follows:


 


(a) REGISTRATION STATEMENT. The Trust will use commercially
reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as
possible and will furnish a copy of any proposed amendment or supplement of the Registration Statement or the Prospectus to the
Dealer Manager.


 




    	14



    	 



    

 


(b) COMMISSION ORDERS. If the Commission shall issue any
stop order or any other order preventing or suspending the use of the Prospectus, or shall institute any proceedings for that purpose,
then the Trust will promptly notify the Dealer Manager and use its commercially reasonable efforts to prevent the issuance of any
such order and, if any such order is issued, to use commercially reasonable efforts to obtain the removal thereof as promptly as
possible.


 


(c) BLUE SKY QUALIFICATIONS. The Trust will use commercially
reasonable efforts to qualify the Shares for offering and sale under the securities or blue sky laws of such jurisdictions as the
Dealer Manager and the Trust shall mutually agree upon and to make such applications, file such documents and furnish such information
as may be reasonably required for that purpose. The Trust will, at the Dealer Manager’s request, furnish the Dealer Manager
with a copy of such papers filed by the Trust in connection with any such qualification. The Trust will promptly advise the Dealer
Manager of the issuance by such securities administrators of any stop order preventing or suspending the use of the Prospectus
or of the institution of any proceedings for that purpose, and will use its commercially reasonable efforts to prevent the issuance
of any such order and if any such order is issued, to use its commercially reasonable efforts to obtain the removal thereof as
promptly as possible. The Trust will furnish the Dealer Manager with a Blue Sky Survey dated as of the initial Effective Date,
which will be supplemented to reflect changes or additions to the information disclosed in such survey.


 


(d) AMENDMENTS AND SUPPLEMENTS. If, at any time when a
Prospectus relating to the Shares is required to be delivered under the Securities Act, any event shall have occurred to the knowledge
of the Trust, or the Trust receives notice from the Dealer Manager that it believes such an event has occurred, as a result of
which the Prospectus or any Approved Sales Literature as then amended or supplemented would include any untrue statement of a material
fact, or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances existing
at the time it is so required to be delivered to a subscriber, or if it is necessary at any time to amend the Registration Statement
or supplement the Prospectus relating to the Shares to comply with the Securities Act, then the Trust will promptly notify the
Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare and file with
the Commission an amendment or supplement which will correct such statement or effect such compliance to the extent required, and
shall make available to the Dealer Manager thereof sufficient copies for its own use and/or distribution to the Soliciting Dealers.


 


(e) REQUESTS FROM COMMISSION. The Trust will promptly advise
the Dealer Manager of any request made by the Commission or a state securities administrator for amending the Registration Statement,
supplementing the Prospectus or for additional information.


 






    	15



    	 



    

 


(f) COPIES OF REGISTRATION STATEMENT. The Trust will furnish
the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the
Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved
by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.


 


(g) QUALIFICATION TO TRANSACT BUSINESS. The Trust will
take all steps necessary to ensure that at all times the Trust will validly exist as a Maryland corporation and will be qualified
to do business in all jurisdictions in which the conduct of its business requires such qualification and where such qualification
is required under local law.


 


(h) AUTHORITY TO PERFORM AGREEMENTS. The Trust undertakes
to obtain all consents, approvals, authorizations or orders of any court or governmental agency or body which are required for
the Trust’s performance of this Agreement and under its declaration of trust and bylaws for the consummation of the transactions
contemplated hereby and thereby, respectively, or the conducting by the Trust of the business described in the Prospectus.


 


(i) SALES LITERATURE. The Trust will furnish to the Dealer
Manager as promptly as shall be practicable upon request any Approved Sales Literature (provided that the use of said material
has been first approved for use by all appropriate regulatory agencies). Any supplemental sales literature or advertisement, regardless
of how labeled or described, used in addition to the Prospectus in connection with the Offering which is furnished or approved
by the Trust (including, without limitation, Approved Sales Literature) shall, to the extent required, be filed with and, to the
extent required, approved by the appropriate securities agencies and bodies, provided that the Dealer Manager will make all FINRA
filings, to the extent required. The Trust will be responsible for all Approved Sales Literature.


 


(j) CERTIFICATES OF COMPLIANCE. The Trust shall provide,
from time to time upon request of the Dealer Manager, certificates of its chief executive officer and chief financial officer of
compliance by the Trust of the requirements of this Agreement.


 


(k) USE OF PROCEEDS. The Trust will apply the proceeds
from the sale of the Shares as set forth in the Prospectus.


 


(l) CUSTOMER INFORMATION. The Trust shall:


 


(i) abide by and comply with (A) the privacy standards
and requirements of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”), (B) the privacy standards
and requirements of any other applicable federal or state law, and (C) its own internal privacy policies and procedures, each
as may be amended from time to time;


 


(ii) refrain from the use or disclosure of nonpublic personal
information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service
the customers or as otherwise necessary or required by applicable law; and


 






    	16



    	 



    

 


(iii) determine which customers have opted out of the disclosure
of nonpublic personal information by periodically reviewing and, if necessary, retrieving an aggregated list of such customers
from the Soliciting Dealers (the “List”) to identify customers that have exercised their opt-out rights. If
either party uses or discloses nonpublic personal information of any customer for purposes other than servicing the customer, or
as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised
his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information
of any customer that is identified on the List as having opted out of such disclosures.


 


(m) DEALER MANAGER’S REVIEW OF PROPOSED AMENDMENTS
AND SUPPLEMENTS. Prior to amending or supplementing the Registration Statement, any preliminary prospectus or the Prospectus (including
any amendment or supplement through incorporation of any report filed under the Exchange Act), the Trust shall furnish to the Dealer
Manager for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed
amendment or supplement, and the Trust shall not file or use any such proposed amendment or supplement without the Dealer Manager’s
consent, which consent shall not be unreasonably withheld or delayed.


 


(n) CERTAIN PAYMENTS. Without the prior consent of the
Dealer Manager, none of the Trust, the Advisor or any of their respective affiliates will make any payment (cash or non-cash) to
any associated person or registered representative of the Dealer Manager.


 


(o) DEPOSIT ACCOUNT. Once subscription funds standing to
the credit of the Escrow Account aggregate a minimum of $1,000,000 in respect of Shares of the Trust, subject to any continuing
escrow obligations imposed by certain states as described in the Prospectus, the Trust will deposit (or cause to be deposited upon
instruction to the Dealer Manager and the Soliciting Dealers) all subsequent subscription funds in the Deposit Account. At all
times until the Termination Date, the Deposit Account shall be subject to the Control Agreement that will provide, among other
things, that no funds shall be able to be withdrawn from the Deposit Account once the Dealer Manager provides notice to the Trust
and LegacyTexas Bank that a condition set forth in Section 4 has not been satisfied or waived by the Dealer Manager.
Such restriction on withdrawal shall continue until the Dealer Manager notifies the Trust and LegacyTexas Bank that funds in the
Deposit Account can be released upon order of the Trust.


 


6. COVENANTS OF THE DEALER MANAGER. The Dealer Manager
covenants and agrees with the Trust as follows:


 






    	17



    	 



    

 


(a) COMPLIANCE WITH LAWS. With respect to the Dealer Manager’s
participation and the participation by each Soliciting Dealer in the offer and sale of the Shares (including, without limitation,
any resales and transfers of Shares), the Dealer Manager agrees, and each Soliciting Dealer in its Soliciting Dealer Agreement
will agree, to comply in all material respects with all applicable requirements of the Securities Act, the Securities Act Rules
and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal regulations applicable to the
Offering, the sale of Shares and with all applicable state securities or blue sky laws, and the Rules of the FINRA applicable
to the Offering, from time to time in effect, specifically including, but not in any way limited to, Conduct Rules 2340,
2420, 2730, 2740, 2750 and 2810 therein. The Dealer Manager will not offer the Shares for sale in any jurisdiction unless and
until it has been advised that the Shares are either registered in accordance with, or exempt from, the securities and other laws
applicable thereto.


 


In addition, the Dealer Manager shall, in accordance with applicable
law or as prescribed by any state securities administrator, provide, or require in the Soliciting Dealer Agreement that the Soliciting
Dealer shall provide, to any prospective investor copies of any prescribed document which is part of the Registration Statement
and any supplements thereto during the course of the Offering and prior to the sale. The Trust may provide the Dealer Manager with
certain Approved Sales Literature to be used by the Dealer Manager and the Soliciting Dealers in connection with the solicitation
of purchasers of the Shares. The Dealer Manager agrees not to deliver the Approved Sales Literature to any person prior to the
initial Effective Date. If the Dealer Manager elects to use such Approved Sales Literature after the initial Effective Date, then
the Dealer Manager agrees that such material shall not be used by it in connection with the solicitation of purchasers of the Shares
and that it will direct Soliciting Dealers not to make such use unless accompanied or preceded by the Prospectus, as then currently
in effect, and as it may be amended or supplemented in the future. The Dealer Manager agrees that it will not use any Approved
Sales Literature other than those provided to the Dealer Manager by the Trust for use in the Offering. The use of any other sales
material is expressly prohibited.


 


(b) NO ADDITIONAL INFORMATION. In offering the Shares for
sale, the Dealer Manager shall not, and each Soliciting Dealer shall agree not to, give or provide any information or make any
representation other than those contained in the Prospectus or the Approved Sales Literature.


 


(c) SALES OF SHARES. The Dealer Manager shall, and each
Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such
Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised
by the Trust that such solicitations can be made.


 


(d) SUBSCRIPTION AGREEMENT. The Dealer Manager will comply
in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus,
and with respect to any direct sales made by the Dealer Manager, with the transmittal of funds procedures set forth in Section 6(m).
Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Trust only on the form which is included
as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge,
that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.


 






    	18



    	 



    

 


(e) SUITABILITY. The Dealer Manager will offer Shares,
and in its agreement with each Soliciting Dealer will require that the Soliciting Dealer offer Shares, only to persons that it
has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or
memorandum sent to it by the Trust and will only make offers to persons in the states in which it is advised in writing by the
Trust that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager
will comply, and in its agreements with the Soliciting Dealers, the Dealer Manager will require that the Soliciting Dealers comply,
with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation
the FINRA Conduct Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment
Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The
Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager
and each person associated with the Dealer Manager that make such recommendation shall have, and each Soliciting Dealer in its
Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall
have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment
objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person
associated with the Dealer Manager or the Soliciting Dealer that: (i) the investor is or will be in a financial position appropriate
to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits
where they are a significant aspect of the Trust; (ii) the investor has a fair market net worth sufficient to sustain the
risks inherent in the program, including loss of investment and lack of liquidity; and (iii) an investment in the Shares
offered in the Primary Offering is otherwise suitable for the investor. The Dealer Manager agrees as to investors to whom it makes
a recommendation with respect to the purchase of the Shares in the Primary Offering (and each Soliciting Dealer in its Soliciting
Dealer Agreement shall agree, with respect to Investors to whom it makes such recommendations) to maintain in the files of the
Dealer Manager (or the Soliciting Dealer, as applicable) documents disclosing the basis upon which the determination of suitability
was reached as to each investor. In making the determinations as to financial qualifications and as to suitability required by
the NASAA Guidelines, the Dealer Manager and Soliciting Dealers may rely on (A) representations from investment advisers who are
not affiliated with a Soliciting Dealer, banks acting as trustees or fiduciaries, and (B) information it has obtained from
a prospective investor, including such information as the investment objectives, other investments, financial situation and needs
of the person or any other information known by the Dealer Manager (or Soliciting Dealer, as applicable), after due inquiry. Notwithstanding
the foregoing, the Dealer Manager shall not, and each Soliciting Dealer shall agree not to, execute any transaction in the Trust
in a discretionary account without prior written approval of the transaction by the customer.


 






    	19



    	 



    

 


(f) SUITABILITY RECORDS. The Dealer Manager shall, and
each Soliciting Dealer shall agree to, maintain, for at least six years or for a period of time not less than that required in
order to comply with all applicable federal, state and other regulatory requirements, whichever is later, a record of the information
obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the
time of the initial subscription and at the time of any additional subscriptions) and a representation of the investor that the
investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the
investor for whose account the investment was made met the suitability standards. The Trust agrees that the Dealer Manager can
satisfy its obligation by contractually requiring such information to be maintained by the investment advisers or banks referred
to in Section 6(e).


 


(g) SOLICITING DEALER AGREEMENTS. All engagements of the
Soliciting Dealers will be evidenced by a Soliciting Dealer Agreement.


 


(h) ELECTRONIC DELIVERY. If it intends to use electronic
delivery to distribute the Prospectus to any person, that it will comply with all applicable requirements of the Commission, the
Blue Sky laws and/or FINRA and any other laws or regulations related to the electronic delivery of documents.


 


(i) COORDINATION. The Trust and the Dealer Manager shall
have the right, but not the obligation, to meet with key personnel of the other on an ongoing and regular basis to discuss the
conduct of the officers.


 


(j) AML COMPLIANCE. Although acting as a wholesale distributor
and not itself selling shares directly to investors, the Dealer Manager represents to the Trust that it has established and implemented
anti-money laundering compliance programs (“AML Program”) in accordance with applicable law, including
applicable FINRA Conduct Rules, Exchange Act Rules and Regulations and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”),
specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001 (the “Money Laundering Abatement Act”, and together with the USA PATRIOT Act,
the “AML Rules”), reasonably expected to detect and cause the reporting of suspicious transactions in
connection with the offering and sale of the Shares. The Dealer Manager further represents that it is currently in compliance
with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326
of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements
and shall, upon request by the Trust, provide a certification to the Trust that, as of the date of such certification (i) its
AML Program is consistent with the AML Rules, and (ii) it is currently in compliance with all AML Rules, specifically including,
but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement
Act.


 






    	20



    	 



    

 


(k) COOPERATION. Upon the expiration or earlier termination
of this Agreement, the Dealer Manager will use reasonable efforts to cooperate fully with the Trust and any other party that may
be necessary to accomplish an orderly transfer and transfer to a successor dealer manager of the operation and management of the
services the Dealer Manager is providing to the Trust under this Agreement. The Dealer Manager will not be entitled to receive
any additional fee in connection with the foregoing provisions of this Section 6(k), but the Trust will pay or reimburse
the Dealer Manager for any out-of-pocket expenses reasonably incurred by the Dealer Manager in connection therewith.


 


(l) CUSTOMER INFORMATION. The Dealer Manager will use commercially
reasonable efforts to provide the Trust with any and all subscriber information that the Trust requests in order for the Trust
to comply with the requirements under Section 5(l) above.


 


(m) TRANSMITTAL OF FUNDS. Until a minimum of $1,000,000
of subscription funds has been sold, the Dealer Manager shall instruct the Soliciting Dealers to forward all subscription funds
together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription
Agreement, to the Escrow Agent at the address provided in the Subscription Agreement.


 


When the Soliciting Dealer’s internal supervisory procedures
are conducted at the site at which the Subscription Agreement and subscription funds were initially received by the Soliciting
Dealer from the subscriber, the Dealer Manager shall instruct the Soliciting Dealers to transmit the Subscription Agreement and
subscription funds to the Escrow Agent by the end of the next business day following receipt of the subscription funds and the
Subscription Agreement. When, pursuant to the Soliciting Dealer’s internal supervisory procedures, the final internal supervisory
procedures are conducted at a different location (the “Final Review Office”), the Dealer Manager shall
instruct the Soliciting Dealers to transmit the subscription funds and Subscription Agreement to the Final Review Office by the
end of the next business day following the receipt of the Subscription Agreement and subscription funds; the Final Review Office
will be instructed to forward both the Subscription Agreement and subscription funds to the Escrow Agent by the end of the next
business day following the Final Review Office’s receipt of the Subscription Agreement and subscription funds.


 


Once a minimum of $1,000,000 of subscription funds has been
sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, the Dealer Manager
shall instruct the Soliciting Dealers to forward subscription funds together with an original Subscription Agreement, executed
and initialed by the subscriber as provided for in the Subscription Agreement, to the Deposit Account.


 




    	21



    	 



    

 


7. EXPENSES.


 


(a) Subject to Section 7(b)(iii), the Dealer
Manager shall pay all of its own costs and expenses incident to the performance of its obligations under this Agreement.


 


(b) The Trust agrees to pay all costs and expenses related
to:


 


(i) the Commission’s registration of the offer and
sale of the Shares with the Commission;


 


(ii) expenses of printing the Registration Statement and
the Prospectus and any amendment or supplement thereto as herein provided;


 


(iii) to reimburse the Dealer Manager and Soliciting Dealers
for approved or deemed approved reasonable bona fide due diligence expenses in accordance with Section 3(e);


 


(iv) fees and expenses incurred in connection with any
required filing with the FINRA;


 


(v) all the expenses of agents of the Trust, excluding
the Dealer Manager, incurred in connection with performing marketing and advertising services for the Trust; and


 


(vi) expenses of qualifying the Shares for offering and
sale under state blue sky and securities laws, and expenses in connection with the preparation and printing of the Blue Sky Survey.


 


8. INDEMNIFICATION.


 


(a) INDEMNIFIED PARTIES DEFINED. For the purposes of this
Agreement, an “Indemnified Party” shall mean a person or entity entitled to indemnification under Section
8, as well as such person’s or entity’s officers, directors, employees, members, partners, affiliates, agents and
representatives, and each person, if any, who controls such person or entity within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act.


 






    	22



    	 



    

 


(b) INDEMNIFICATION OF THE DEALER MANAGER AND SOLICITING
DEALERS. The Trust will indemnify, defend and hold harmless the Dealer Manager and the Soliciting Dealers, and their respective
Indemnified Parties, from and against any losses, claims, expenses (including reasonable legal and other expenses incurred in
investigating and defending such claims or liabilities), damages or liabilities, joint or several, to which any such Soliciting
Dealers or the Dealer Manager, or their respective Indemnified Parties, may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of
or are based upon: (i) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the
Trust or the Advisor, any material breach of a covenant contained herein by the Trust or the Advisor, or any material failure
by the Trust or the Advisor to perform, its obligations hereunder or to comply with state or federal securities laws applicable
to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration
Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus, (B) in
any Approved Sales Literature or (C) in any blue sky application or other document executed by the Trust or on its behalf
specifically for the purpose of qualifying any or all of the Offered Shares for sale under the securities laws of any jurisdiction
or based upon written information furnished by the Trust under the securities laws thereof (any such application, document or
information being hereinafter called a “Blue Sky Application”); or (iii) the omission or alleged
omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof
to make the statements therein not misleading or the omission or alleged omission to state a material fact required to be stated
in the Prospectus or any amendment or supplement to the prospectus to make the statements therein, in light of the circumstances
under which they were made, not misleading, and the Trust will reimburse each Soliciting Dealer or the Dealer Manager, and their
respective Indemnified Parties, for any reasonable legal or other expenses incurred by such Soliciting Dealer or the Dealer Manager,
and their respective Indemnified Parties, in connection with investigating or defending such loss, claim, expense, damage, liability
or action; provided, however, that the Trust will not be liable in any such case to the extent that any such loss, claim,
expense, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written information furnished to the Trust by the Dealer Manager expressly
for use in the Registration Statement or any post-effective amendment thereof or the Prospectus or any such amendment thereof
or supplement thereto. This indemnity agreement will be in addition to any liability which the Trust may otherwise have.


 


Notwithstanding the foregoing, as required by Section II.G.
of the NASAA REIT Guidelines, the indemnification and agreement to hold harmless provided in this Section 8(b) is further
limited to the extent that no such indemnification by the Trust of a Soliciting Dealer or the Dealer Manager, or their respective
Indemnified Parties, shall be permitted under this Agreement for, or arising out of, an alleged violation of federal or state
securities laws, unless one or more of the following conditions are met: (a) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to the particular Indemnified Party; (b) such claims
have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnified Party;
or (c) a court of competent jurisdiction approves a settlement of the claims against the particular Indemnified Party and
finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification
has been advised of the position of the Commission and of the published position of any state securities regulatory authority
in which the securities were offered or sold as to indemnification for violations of securities laws.


 






    	23



    	 



    

 


(c) DEALER MANAGER INDEMNIFICATION OF THE TRUST AND ADVISOR.
The Dealer Manager will indemnify, defend and hold harmless the Trust, the Advisor, each of their Indemnified Parties and each
person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal
and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any
of the aforesaid parties may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
expenses, damages (or actions in respect thereof) arise out of or are based upon: (i) in whole or in part, any material inaccuracy
in a representation or warranty contained herein by the Dealer Manager or any material breach of a covenant contained herein by
the Dealer Manager; (ii) any untrue statement or any alleged untrue statement of a material fact contained (A) in any
Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus,
(B) in any Approved Sales Literature, or (C) any Blue Sky Application; or (iii) the omission or alleged omission
to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the
statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus
or any amendment or supplement to the Prospectus to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that in each case described in clauses (ii) and (iii) to the extent,
but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information
furnished to the Trust by the Dealer Manager expressly for use in the Registration Statement or any such post-effective amendments
thereof or the Prospectus or any such amendment thereof or supplement thereto; (iv) any use of sales literature, including
“broker-dealer use only” materials, by the Dealer Manager that is not Approved Sales Literature; or (v) any untrue
statement made by the Dealer Manager or omission by the Dealer Manager to state a fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading in connection with the Offering, in each case, other
than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Approved Sales Literature
or any other materials or information furnished by or on behalf on the Trust. The Dealer Manager will reimburse the aforesaid parties
for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage,
liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.


 


(d) SOLICITING DEALER INDEMNIFICATION OF THE TRUST. By
virtue of entering into the Soliciting Dealer Agreement, each Soliciting Dealer severally will agree to indemnify, defend and
hold harmless the Trust, the Dealer Manager, each of their respective Indemnified Parties, and each person who signs the Registration
Statement, from and against any losses, claims, expenses, damages or liabilities to which the Trust, the Dealer Manager, or any
of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities
Act or otherwise, as more fully described in the Soliciting Dealer Agreement.


 






    	24



    	 



    

 


(e) ACTION AGAINST PARTIES; NOTIFICATION. Promptly after
receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified
Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly
notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall
not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by
such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly
notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying
party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified
Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect
the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity
is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim
or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.


 


(f) REIMBURSEMENT OF FEES AND EXPENSES. An indemnifying
party under Section 8 of this Agreement shall be obligated to reimburse an Indemnified Party for reasonable legal and
other expenses as follows:


 


(i) In the case of the Trust indemnifying the Dealer Manager,
the advancement of Trust funds to the Dealer Manager for legal expenses and other costs incurred as a result of any legal action
for which indemnification is being sought shall be permissible (in accordance with Section II.G. of the NASAA REIT Guidelines)
only if all of the following conditions are satisfied: (A) the legal action relates to acts or omissions with respect to the
performance of duties or services on behalf of the Trust; (B) the legal action is initiated by a third party who is not a
shareholder of the Trust or the legal action is initiated by a shareholder of the Trust acting in his or her capacity as such and
a court of competent jurisdiction specifically approves such advancement; and (C) the Dealer Manager undertakes to repay the
advanced funds to the Trust, together with the applicable legal rate of interest thereon, in cases in which the Dealer Manager
is found not to be entitled to indemnification.


 






    	25



    	 



    

 


(ii) In any case of indemnification other than that described
in Section 8(f)(i) above, the indemnifying party shall pay all legal fees and expenses reasonably incurred by the Indemnified
Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated
to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same
alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one
or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one
Indemnified Party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm (in
addition to local counsel) that has been participating by a majority of the indemnified parties against which such action is finally
brought; and if a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be
reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified
Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no
reimbursement shall be payable to such law firm on account of legal services performed by another law firm.


 


9. CONTRIBUTION.


 


(a) If the indemnification provided for in Section 8
is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred, (i) in such proportion as is appropriate
to reflect the relative benefits received by the Trust, the Dealer Manager and the Soliciting Dealer, respectively, from the proceeds
received in Primary Offering pursuant to this Agreement and the relevant Soliciting Dealer Agreement, or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Trust, the Dealer Manager and the Soliciting Dealer,
respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses,
as well as any other relevant equitable considerations.


 


(b) The relative benefits received by the Trust, the Dealer
Manager and the Soliciting Dealer, respectively, in connection with the proceeds received in the Primary Offering pursuant to this
Agreement and the relevant Soliciting Dealer Agreement shall be deemed to be in the same respective proportion as the total net
proceeds from the Primary Offering pursuant to this Agreement and the relevant Soliciting Dealer Agreement (before deducting expenses),
received by the Trust, and the total selling commissions and dealer manager fees received by the Dealer Manager and the Soliciting
Dealer, respectively, in each case as set forth on the cover of the Prospectus bear to the aggregate offering price of the Shares
sold in the Primary Offering as set forth on such cover.


 


(c) The relative fault of the Trust, the Dealer Manager
and the Soliciting Dealer, respectively, shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact related to information supplied by
the Trust, by the Dealer Manager or by the Soliciting Dealer, respectively, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 






    	26



    	 



    

 


(d) The Trust, the Dealer Manager and the Soliciting Dealer
(by virtue of entering into the Soliciting Dealer Agreement) agree that it would not be just and equitable if contribution pursuant
to this Section 9 were determined by pro rata allocation or by any other method of allocation which does
not take account of the equitable contributions referred to above in this Section 9. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section 9
shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission or alleged omission.


 


(e) Notwithstanding the provisions of this Section 9,
the Dealer Manager and the Soliciting Dealer shall not be required to contribute any amount by which the total price at which the
Shares sold in the Primary Offering to the public by them exceeds the amount of any damages which the Dealer Manager and the Soliciting
Dealer have otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.


 


(f) No party guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such
fraudulent misrepresentation.


 


(g) For the purposes of this Section 9, the
Dealer Manager’s officers, directors, employees, members, partners, agents and representatives, and each person, if any,
who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution of the Dealer Manager, and each officers, directors, employees, members, partners,
agents and representatives of the Trust, each officer of the Trust who signed the Registration Statement and each person, if any,
who controls the Trust, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
have the same rights to contribution of the Trust. The Soliciting Dealers’ respective obligations to contribute pursuant
to this Section 9 are several in proportion to the number of Shares sold by each Soliciting Dealer in the Primary Offering
and not joint.


 


10. TERMINATION OF THIS AGREEMENT.


 


(a) TERM; EXPIRATION. This Agreement shall become effective
on the initial Effective Date and the obligations of the parties hereunder shall not commence until the initial Effective Date;
provided, however, that the obligations of the parties under Sections 3(e), 3(f), 7,
8, 9 and 11 and this Section 10 shall commence on June 24, 2009 and Sections 3(e),
3(f), 7, 8, 9 and 11 and this Section 10 shall be effective as of June 24,
2009. Unless sooner terminated pursuant to this Section 10(a), this Agreement shall expire at the end of the Offering
Period; provided, however, that if the Offering Period does not commence by December 31, 2009, then
this Agreement shall expire automatically at 11:59 p.m. Eastern time, on December 31, 2009 without further action by
the parties. This Agreement (i) may be earlier terminated by the Trust pursuant to Section 10(b), and (ii) may
be earlier terminated by the Dealer Manager pursuant to Section 10(c). The date upon which this Agreement shall have
so expired or been terminated earlier shall be referred to as the “Termination Date”.


 






    	27



    	 



    

 


(b) TERMINATION BY THE TRUST. Beginning six months following
the initial Effective Date, this Agreement may be terminated at the sole option of the Trust, upon at least sixty (60) days’
written notice to the Dealer Manager. The Trust also has the option to terminate this Agreement immediately, subject to the thirty
(30)-day cure period for a “for Cause” termination due to a material breach of this Agreement, upon written notice
of termination from the Board of Directors of the Trust to the Dealer Manager if any of the following events occur:


 


(i) For Cause (as defined below);


 


(ii) A court of competent jurisdiction enters a decree
or order for relief in respect of the Dealer Manager in any involuntary case under the applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Dealer Manager or for any substantial part of its property or orders the winding up or liquidation of the Dealer
Manager’s affairs;


 


(iii) The Dealer Manager commences a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for
relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property,
or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due;


 


As used above, “Cause” shall mean
fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Dealer Manager’s obligations under
this Agreement which materially adversely affects the Dealer Manager’s ability to perform its duties; or a material breach
of this Agreement by the Dealer Manager which materially affects adversely affects the Dealer Manager’s ability to perform
its duties, provided that (A) Dealer Manager does not cure any such material breach within thirty (30) days of receiving
notice of such material breach from the Trust, or (B) if such material breach is not of a nature that can be remedied within
such period, the Dealer Manager does not diligently take all reasonable steps to cure such breach or does not cure such breach
within a reasonable time period.


 






    	28



    	 



    

 


(c) TERMINATION BY DEALER MANAGER. Beginning six months
following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least
six (6) months’ written notice to the Trust. The Dealer Manager also has the option to terminate this Agreement immediately,
subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement,
upon written notice of termination from the Dealer Manager to the Trust if any of the following events occur:


 


(i) For Good Reason (as defined below);


 


(ii) A court of competent jurisdiction enters a decree
or order for relief in respect of the Trust or any of its subsidiaries in any involuntary case under the applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Trust or any of its subsidiaries or for any substantial part of its property or orders the winding
up or liquidation of the Trust’s or any of its subsidiaries’ affairs;


 


(iii) The Trust or any of its subsidiaries commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Trust or any of its subsidiaries
or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally
to pay its debts as they become due;


 


(iv) There shall have been a material change in the nature
of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date
by the Trust and its subsidiaries, considered as one entity;


 


(v) There shall have occurred a Trust MAE, whether or not
arising in the ordinary course of business;


 


(vi) A stop order suspending the effectiveness of the Registration
Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or


 


(vii) A material action, suit, proceeding or investigation
of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.


 




    	29



    	 



    

 


As used above, “Good Reason” shall
mean fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Trust’s obligations under
this Agreement, or a material breach of this Agreement by the Trust, provided that (i) the Trust does not cure any such material
breach within thirty (30) days of receiving notice of such material breach from the Dealer Manager, or (ii) if such material
breach is not of a nature that can be remedied within such period, the Trust does not diligently take all reasonable steps to cure
such breach or does not cure such breach within a reasonable time period.


 


(d) DELIVERY OF RECORDS UPON EXPIRATION OR EARLY TERMINATION.
Upon the expiration or early termination of this Agreement for any reason, the Dealer Manager shall (i) promptly forward any
and all funds, if any, in its possession which were received from investors for the sale of Shares into the Escrow Account for
the deposit of investor funds, (ii) to the extent not previously provided to the Trust a list of all investors who have subscribed
for or purchased shares and all broker-dealers with whom the Dealer Manager has entered into a Soliciting Dealer Agreement, (iii) notify
Soliciting Dealers of such termination, and (iv) promptly deliver to the Trust copies of any sales literature designed for use
specifically for the Offering that it is then in the process of preparing. Upon expiration or earlier termination of this Agreement,
the Trust shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 3(d)
at such time as such compensation becomes payable.


 


11. MISCELLANEOUS.


 


(a) SURVIVAL. The following provisions of the Agreement
shall survive the expiration or earlier termination of this Agreement: Section 3(d); Section 5(l); Section 6(k);
Section 7; Section 8; Section 9; Section 10; and Section 11. Notwithstanding
anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party
for liability for any breach occurring prior to such expiration or earlier termination.


 


(b) NOTICES. All notices or other communications required
or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be deemed given or delivered:
(i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized overnight
courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery; (iii) when
transmitted, if sent by facsimile copy, provided confirmation of receipt is received by sender and such notice is sent by an additional
method provided hereunder; in each case above provided such communication is addressed to the intended recipient thereof as set
forth below:


 




    	30



    	 



    

 


	 	 	 
	If to the Trust:	 	United Development Funding IV
	 	 	1301 Municipal Way, Suite 100
	 	 	Grapevine, TX 76051
	 	 	Facsimile No.: (817) 835-0383
	 	 	Attention: Hollis M. Greenlaw
	 	 	 
	 	 	with a copy to:
	 	 	Morris, Manning & Martin, LLP
	 	 	3343 Peachtree Road, NE, Suite 1600
	 	 	Atlanta, GA 30326
	 	 	Facsimile No.: (404) 365-9532
	 	 	Attention: Lauren B. Prevost, Esq.
	 	 	 
	If to the Dealer Manager:	 	Realty Capital Securities, LLC
	 	 	Three Copley Place, Suite 3300B
	 	 	Boston, MA 02116
	 	 	Facsimile No.: (857) 207-3399
	 	 	Attention: Louisa Quarto
	 	 	Managing Director
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	Proskauer Rose LLP
	 	 	1585 Broadway
	 	 	New York, NY 10036
	 	 	Facsimile No: (212) 969-2900
	 	 	Attention: Peter M. Fass, Esq.
	 	 	James P. Gerkis, Esq.
	 	 	 
	If to the Advisor:	 	UMTH General Services, L.P.
	 	 	1301 Municipal Way, Suite 100
	 	 	Grapevine, TX 76051
	 	 	Attention: Hollis M. Greenlaw


 


Any party may change its address specified above by giving each
party notice of such change in accordance with this Section 11(b).


 


(c) SUCCESSORS AND ASSIGNS. No party shall assign (voluntarily,
by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written
consent of each other party. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of, and
be enforceable by, the parties hereto and their respective successors and assigns.


 




    	31



    	 



    

 


(d) INVALID PROVISION. The invalidity or unenforceability
of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects
as if such invalid or unenforceable provision were omitted.


 


(f) APPLICABLE LAW. This Agreement and any disputes relative
to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts
of laws provisions, of the State of New York.


 


(g) WAIVER. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR
ARISING OUT OF THIS AGREEMENT. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction of the courts of
the State of New York and the Federal courts of the United States of America located in the Borough of Manhattan, New York City,
in respect of the interpretation and enforcement of the terms of this Agreement, and in respect of the transactions contemplated
hereby, and each hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation
or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts,
and the parties hereto each hereby irrevocably agrees that all claims with respect to such action or proceeding shall be heard
and determined in such a New York State or Federal court.


 


(f) ATTORNEYS’ FEES. If a dispute arises concerning
the performance, meaning or interpretation of any provision of this Agreement or any document executed in connection with this
Agreement, then the prevailing party in such dispute shall be awarded any and all costs and expenses incurred by the prevailing
party in enforcing, defending or establishing its rights hereunder or thereunder, including, without limitation, court costs and
attorneys and expert witness fees. In addition to the foregoing award of costs and fees, the prevailing also shall be entitled
to recover its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce any judgment.


 


(g) NO PARTNERSHIP. Nothing in this Agreement shall be
construed or interpreted to constitute the Dealer Manager or the Soliciting Brokers as being in association with or in partnership
with the Trust or one another, and instead, this Agreement only shall constitute the Soliciting Dealer as a broker authorized by
the Trust to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement,
the Prospectus or this Agreement. Nothing herein contained shall render the Dealer Manager or the Trust liable for the obligations
of any of the Soliciting Brokers or one another.


 






    	32



    	 



    

 


(h) THIRD PARTY BENEFICIARIES. Except for the persons
and entities referred to in Section 8 and Section 9, there shall be no third party beneficiaries of this
Agreement, and no provision of this Agreement is intended to be for the benefit of any person or entity not a party to this Agreement,
and no third party shall be deemed to be a beneficiary of any provision of this Agreement. Except for the persons and entities
referred to in Section 8 and Section 9, no third party shall by virtue of any provision of this Agreement
have a right of action or an enforceable remedy against any party to this Agreement. Each of the persons and entities referred
to in Section 8 and Section 9 shall be a third party beneficiary of this Agreement.


 


(i) ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect
to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.


 


(j) NONWAIVER. The failure of any party to insist upon
or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement
shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such
provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.


 


(k) ACCESS TO INFORMATION. The Trust may authorize the
Trust’s transfer agent to provide information to the Dealer Manager and each Soliciting Dealer regarding recordholder information
about the clients of such Soliciting Dealer who have invested with the Trust on an on-going basis for so long as such Soliciting
Dealer has a relationship with such clients. The Dealer Manager shall require in the Soliciting Dealer Agreement that Soliciting
Dealers not disclose any password for a restricted website or portion of website provided to such Soliciting Dealer in connection
with the Offering and not disclose to any person, other than an officer, director, employee or agent of such Soliciting Dealers,
any material downloaded from such a restricted website or portion of a restricted website.


 


(l) COUNTERPARTS. This Agreement may be executed (including
by facsimile transmission) with counterpart signature pages or in counterpart copies, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument comprising this Agreement.


 


(m) ABSENCE OF FIDUCIARY RELATIONSHIPS. The parties acknowledge
and agree that (i) the Dealer Manager’s responsibility to the Trust and the Advisor is solely contractual in nature,
and (ii) the Dealer Manager does not owe the Trust, the Advisor, any of their respective affiliates or any other person or
entity any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.


 




    	33



    	 



    

 


(n) DEALER MANAGER INFORMATION. Prior to the initial Effective
Date, the parties will expressly acknowledge and agree as to the information furnished to the Trust by the Dealer Manager expressly
for use in the Registration Statement.


 


(o) PROMOTION OF DEALER MANAGER RELATIONSHIP. The Trust
and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their
relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship
without the approval of the other party in advance, which shall not be unreasonably withheld or delayed.


 


If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Trust
in accordance with its terms.


 


[Signatures on following page]


 




    	34



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have each duly executed
this Amended and Restated Exclusive Dealer Manager Agreement as of the day and year set forth above.


 


	 	 	UNITED DEVELOPMENT FUNDING IV 
	 	 	 
	 	By: 	/s/ Hollis M. Greenlaw 
	 	 	Name: 	Hollis M. Greenlaw
	 	 	Title: 	Chairman and Chief Executive Officer


 


	 	UMTH GENERAL SERVICES, L.P.
	 	 	 	 	 	 
	 	By:	UMT SERVICES, INC.,
	 	 	its general partner
	 	 	 	 	 	 
	 	 	By:	/s/ Hollis M. Greenlaw 
	 	 	 	Name: Hollis M. Greenlaw
	 	 	 	Title: President
	 	 	 	 	 	 


 


	Accepted as of the date first above written:   	 
	REALTY CAPITAL SECURITIES, LLC 	 
	 	 	 
	By: 	/s/ Kamal
    Jafarnia 	 
	 	Name: 	Kamal Jafarnia	 
	 	Title: 	Executive Vice President