Definitions

Abandoned: As to a member of the IPA, is a Person who once was a member in Good Standing that has failed to pay annual dues for a period of at least twelve months from the date due and who has not participated in any IPA activities for a period of at least twelve months while such failure persists.

Approved: As to a member of the IPA, a Person who is approved to become a member of the IPA in accordance with its Charter, Bylaws and other applicable rules.

Board: The Board of Directors of the IPA.

Control: A Person who owns a majority of the voting securities of another Person or who may cause a majority of the board of directors (or similar body) of such another Person who has the contractual right to direct the essential business decisions of such other Person Controls such other Person.

DPP: A direct participation program as understood under the FINRA rules or a non-listed REIT.

FINRA: The Financial Industry Regulatory Authority, Inc. and its successor.

Good Standing: As to a member of the IPA, a Person who is an Approved member of the IPA who has not been (a) given written notice from the IPA that it is not in good standing as a result of failure to timely pay dues or any other obligation to the IPA or failure to follow applicable rules or requirements and has not remedied such failure to the satisfaction of the Board within sixty days after such notice or (b) who has been terminated as a member of the IPA in accordance with its Charter, Bylaws and/or other applicable rules or (c) has Abandoned membership in the IPA.

Investment Company Act: The Investment Company Act of 1940, as amended.

IPA: The Investment Program Association and its successor.

Mixed Broker Dealer: A broker dealer which is a member of FINRA which acts as both a Retail Broker Dealer and a Wholesale Broker Dealer.

Person: An individual, corporation, general partnership, limited partnership, limited liability company, trust or other entity.

Private Program: A Program that has not become a Public Program and seeks to sell or has sold its Securities in one or more private offerings without registration under the Securities Act or the Investment Company Act under color of a recognized exemption therefrom.

Program: A DPP or other investment program or issuance of Securities or class or series of Securities recognized as a Program by the IPA. In general a Program is an entity that has no Securities listed on an exchange that offers its Securities through Retail Broker Dealers in best efforts offerings; however, a class of securities sold through Retail Broker Dealers in one or more best efforts offering that is not listed on an exchange but is convertible into securities listed on an exchange or which is otherwise issued by an entity that has other securities listed on an exchange shall be considered a Program.

Public Program: A Program that has registered its Securities with the SEC under the Securities Act or the Investment Company Act for the purposes of a public sale of such securities.

REIT: An entity that has qualified or intends to qualify as a real estate investment trust under the U.S. Internal Revenue Code.

Retail Broker Dealer: A broker dealer which is a FINRA member (a) that is not Controlled by a Sponsor member of the IPA that places Program Securities with its customers and (b) which does not Wholesale Program Securities other than Private Programs Sponsored solely by such broker dealer.

SEC: The Securities and Exchange Commission and its successor.

Securities: As defined under the Securities Act of 1933, including SEC guidance and judicial interpretation precedent thereunder.

Securities Act: The Securities Act of 1933, as amended, and the SEC guidance and judicial interpretation precedent thereunder

Sponsor: A Person or a Person who (a) is the Ultimate Parent Entity of a group of entities who organizes, promotes, or operates under contract or otherwise a Program (e.g., as a REIT advisor to a REIT, as a general partner of a Program structured as a limited partnership, a managing general partner of a Program structured as a general partnership, a managing member of a Program structured as a limited liability company, an internally managed exchange listed company that offers a Program through Retail Broker Dealers or a similar operating Person) or (b) holds itself out as a Sponsor of Programs through membership with the IPA as a Sponsor.

Ultimate Parent Entity: The Person who up the chain of Controlled persons who is not Controlled by a single Person.

Wholesaling: The offering of Program Securities through Retail Broker Dealers who are not Controlled by a Sponsor member of the IPA.

Wholesale Broker Dealer: A broker dealer which is a FINRA member that Wholesales Program Securities.