LAST UPDATED September 1, 2015

INTRODUCTION

Thank you for visiting the Sphere website, owned and operated by Sphere Realty Capital, LLC (“Sphere” or the “Company”). Please read these Terms of Service (the “Agreement” or “Terms”) carefully before using the services offered by Sphere. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.Sphererealtycapital.com, all other sites owned and operated by Sphere that redirect to www.Sphererealtycapital.com, and all subdomains (collectively, the “Site”), and the service owned and operated by the Company (together with the Site, the “Service”). By accessing, browsing or using the Service in any manner, including, but not limited to, visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other rules, policies and procedures that may be published by Sphere from time to time on the Site (collectively, the “Posted Information”), each of which is incorporated by reference and each of which may be updated by Sphere from time to time without notice to you. To access the Site and the Service, you must accept these Terms, the Privacy Policy and any Posted Information.

Your use of the Site and Service is governed by the then current version of the Agreement in effect on the date of such use. Sphere may, at its sole discretion, modify and replace the Agreement at any time and without prior notice to you by posting the updated Agreement on the Site. By using and accessing the Service, you acknowledge and agree to review the then current version of the Agreement prior to each such use. Your continued use of the Service after any modifications to the Terms have been published on the Service or otherwise provided to you constitutes your acknowledgement of, and binding agreement to, the then current Agreement. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Sphere will be governed by the Terms in effect at the time the events giving rise to such dispute occurred. Sphere further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Sphere and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and Sphere, or its subsidiaries or affiliates, including but not limited to, any agreements that govern your use of products, services, content, tools, and Posted Information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Sphere, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement, Sphere’s Privacy Policy and/or any Posted Information, you are not eligible to participate in Sphere’s Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including Accredited Investors and Qualified Institutional Buyers (each as defined by the Securities and Exchange Commission)(collectively, “Investors”), and visitors to the Site, who in any way use the Site or Service provided by Sphere (in each case, a “User”). Nothing in these Terms of Service shall be deemed to confer rights on Users or third parties.

AUTHORIZED USER

The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. Sphere may, in its sole discretion, refuse to offer the Service to any person or entity. The Service is not available to any Users suspended or removed from the Site or Service by Sphere. By using the Service, you represent that you have not been previously suspended or removed from the Site or Service.

Some of our services, and certain web pages of the Site, are available only to those Users who have been authorized by us to access those services and web pages. The investment opportunities included on the Site are intended only for either 1) Persons who are Accredited Investors as defined in Regulation D Rule 501 adopted pursuant to the Securities Act of 1933 (“Accredited Investors”) or 2) Institutional Investors, which are firms engaged in the professional management of third party capital for the purposes of investment (“Institutional Investors”) (collectively, “Investors”). All Investors are required to complete an Investor Questionnaire and may be required to submit to a background information screening and/or identification verification. By registering for, accessing, browsing, and/or otherwise using the services and/or web pages for which access is restricted to Accredited Investors, you represent and agree that you are an Accredited Investor. Should you cease to be an Accredited Investor at any time, you agree to immediately notify Sphere and to refrain from accessing such restricted portions of the Site and/or Service. Further, because access to the restricted portions of the Site is limited by applicable law to Accredited Investors, you agree that you will not allow anyone to access such restricted portions of the Site, or share or disclose any information obtained through restricted portions of the Site with anyone, regardless of whether you believe such person or entity to also be an Accredited Investor.

As part of Sphere’s authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Service, each authorized user consents to receiving email notifications from Sphere concerning offerings. Additionally, users of the restricted portions of the Site are required to confirm their status as an Accredited Investor. For Sphere to confirm that your representation regarding your status as an Accredited Investor is accurate when made and continues to be accurate from time to time, you agree to provide Sphere, or Sphere’s designated representative, with all information and documentation reasonably required by Sphere to verify your status as an Accredited Investor, including without limitation, delivering a completed Questionnaire, tax returns, brokerage statements, bank statements, resumes and other private financial information. Should you fail to provide information and documentation that confirms your status as an Accredited Investor, Sphere may immediately suspend, block or otherwise discontinue your access and use of the Site or Service. Sphere may change its eligibility criteria at any time, for any reason, and without prior notice.

REAL ESTATE OFFERINGS

The Service and real estate offerings on this Site are available only to professionals who understand economic and investment risk and are willing to bear the consequences of that risk. Additionally, the real estate offerings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private real estate investments. By using the Site or Service, you represent and warrant that if you are an individual, you are of legal age to form a binding contract and that all registration information you submit is accurate and truthful. You acknowledge and agree that you have significant experience investing in investments of the type offered through the Site, including, without limitation, real estate, equities, notes and other securities, you understand that all of the investments offered through the Service are inherently very risky, and you understand the risks associated with the investments offered through the Site, and you are comfortable with the risk of losing your entire investment invested through the Service. You further acknowledge and agree that investing in private placements carries with it low liquidity concerns and long-term commitments and that the securities sold through private placements are not publicly traded. Additionally, Investors may receive restricted stock that may be subject to holding period requirements. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Sphere for violations of this Agreement.

You further represent and agree that you understand that Sphere does not guarantee the performance of any offerings made through the Site or Service and any and all projections, estimates, and expectations for investments offered through the Site or Service are merely opinions and should not be relied on for any purpose whatsoever. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review.

You acknowledge and agree that Sphere is not a registered Investment Company or Investment Advisor within the meaning of the Investment Company Act of 1940 and the Investment Advisors Act of 1940, respectively. Sphere is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. Equity securities are offered through Tobin & Company Securities LLC, a North Carolina limited liability company (“Tobin”), which is a securities broker/dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, Inc. Individual personnel of Sphere are registered representatives of Tobin. Tobin is located at 112 South Tryon Street, Ste 1760, Charlotte, NC 28284, tel: (704) 334–2772. You should obtain independent investment, legal and tax advice from your professional advisers before deciding to invest in any offering related to the Site. Investments made in offerings on the Site are not FDIC insured, may lose value, and there is no bank guarantee.

NO SOLICITATION OR ADVICE

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Sphere is not authorized to provide such information or services. Some products and services described on the Site may not be available in all jurisdictions or to all Users.

You acknowledge that you are not relying on Sphere or any of its affiliates, senior advisors, officers, directors, partners, agents or employees in making an investment decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. Sphere does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other Users. You agree that Sphere and its affiliates, senior advisors, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other Users.

You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify Sphere in writing should any Disqualifying Events be applicable to you. Sphere is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

UNAUTHORIZED USE

Unauthorized use of the Site and our Service, including, but not limited to, unauthorized entry into our systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You may be liable for any losses incurred by Sphere or others due to any unauthorized use of your account.

You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. Sphere reserves the right at its discretion to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email at support@Sphererealtycapital.com. You may also be liable for any losses incurred by Sphere or others due to any unauthorized use of your account.

PROHIBITED ACTIVITIES

You agree that you are responsible for your own conduct while using the Site or Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with this Agreement, the Sphere Privacy Policy, any Posted Information and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws). By way of example, and not as a limitation, you agree to not take any action that is listed below:

Infringes Rights. You agree not to upload, post, email, transmit, submit, or otherwise make available through the Site or Service any material or content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content. You further agree to not take any action that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract, including removing any copyright, trademark or other proprietary rights notices contained in or on the Site or Service.

Information Disclosure. You agree not to share or disclose to anyone any information obtained through the Site or Service about any investment offerings.

Distribution without Consent. You agree not to distribute in any medium any part of the Site or Service or any content available thereon without Sphere’s prior written authorization. The only exceptions are where Sphere makes available the means for such distribution through functionality offered by the Service.

Alterations or Modifications. You agree not to alter or modify any part of the Site or Service.

Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Site or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by Sphere, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Unlawful Purposes. You agree not to use the Site or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, consumer protection, unfair competition, and anti-discrimination laws or regulations or equivalent laws or regulations in foreign jurisdictions).

Transfers or Assignments. You agree not to transfer or assign these Terms, and any rights and licenses granted hereunder.

Non-Public Areas. You agree not to access, tamper with, or use non-public areas of the Site or Service or any other computer systems or networks connected to the Service.

Breach of Security Measures. You agree not to breach any of Sphere security or authentication measures.

Unauthorized Access or Contact. You agree not to gain unauthorized access to the Site, Service, any other Sphere website or service, or the computer systems or networks connected to the Service through hacking, password mining or any other means. You further agree not to contact any party or user other than as allowed through the Site or Service.

Generate Artificial Traffic. You agree not to use the Service to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms of Service.

Commercial Uses. You agree not to use the Service for any commercial uses or purposes, unless you obtain Sphere prior written consent and approval. Such commercial uses include but are not limited to: (i) soliciting other Users for investments of any kind; (ii) offering or selling any products or services of any kind; (iii) making investment recommendations to other Users; and (iv) advertising, sponsorships, or promotions placed on or within the Site or Service.

Unlawful Schemes or Activities. You agree not to upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms, the Privacy Policy or any Information. You further agree not to promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.

Disabling Security Features. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or any other computer systems or networks connected to the Service. You also agree not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or content or enforce Service or content use limitations.

Impersonation. You agree not to impersonate any person or entity, including any employee or representative of Sphere, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials.

Other. You agree not to: (i) use the Service or take any action that imposes or may impose (as determined by Sphere in its sole discretion) an unreasonable or disproportionately large load on Sphere’s or its third-party providers’ infrastructure or that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; (v) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purpose; or (vi) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

ACCOUNT INFORMATION

If you create an account and become a registered user of the Service, you agree to (i) provide accurate, current and complete information about you as may be prompted at registration (“Account Information”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update your Account Information, and any other information that you provide to Sphere, to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to your Account Information and any other information you provide to Sphere.

PROPRIETARY RIGHTS; NON-CIRCUMVENTION AND CONFIDENTIAL INFORMATION

The Site and the Service are and contain proprietary property/content of Sphere (such as logos, copyrights, trademarks, technology, processes, etc.) (“Sphere Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws. Sphere owns and retains all rights in and to the Sphere Proprietary Property. Sphere hereby grants you a limited, revocable, non-sublicensable license to display and/or utilize the Sphere Proprietary Property solely for your use in connection with using the Site and the Service for the purposes authorized by this Agreement. Except as explicitly permitted in this Agreement or unless you have received express, prior written permission from Sphere or the otherwise applicable rights holder, you do not have the right to use the Sphere Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Sphere Proprietary Property. Except as expressly provided by this Agreement, your use of the Sphere Proprietary Property is strictly prohibited.

The Site or Service may contain proprietary property/content provided by third party Sphere licensors (such as logos, copyrights, trademarks, etc.) (“Third Party Proprietary Property”). Sphere hereby grants you a limited, revocable, non-sublicensable license to display and/or utilize the Third Party Proprietary Property solely for your use in connection with using the Site and the Service for purposes authorized by this Agreement. You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by this Agreement, your use of the Third Party Proprietary Property is strictly prohibited.

Unless expressly provided by this Agreement, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Sphere Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site. You acknowledge that Sphere is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Sphere does not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and Sphere expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site and the Service, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Sphere with respect thereto.

By using the Site, you agree that Sphere has expended significant time and effort developing its base of sponsoring real estate operating or holding companies (“Sponsors”), and in view thereof you agree that, for a period through and until one (1) year following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any Sponsor or other third party introduced to you by Sphere, or from whom you otherwise find out about the party and/or the underlying real estate project, without the express written permission of Sphere or such other relevant party. This provision shall survive any termination of these Terms of Service or your account.

Our Site contains confidential information (“Confidential Information”), much of which pertains to the investments listed on our platform. Confidential Information includes, but is not limited to all financial, technical, legal and other valuable business data, Sphere Proprietary Information and Third Party Proprietary Information. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publically available after disclosure without breach of this agreement; (c) was lawfully received from a third party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Site; (e) was independently developed by you without breach of this agreement; (f) was generally made available to third parties by Sphere without such restriction; or (g) is required by applicable law.

USER CONTENT

The Service may allow you and other Users to submit, post, transmit and share content with other users, which may include, without limitation, personal and representative profiles and information sheets on certain private companies or other issuers, documents, brochures, presentations, pictures, images, audiovisual works, other information materials and any user comments or other unedited or third party content submitted by you and other Users on or through the Services (collectively, “User Content”). With respect to such User Content submitted by you or any other Users of the Site or Service, you represent, warrant and affirm as follows:

User Content is made available on or through the Service for informational purposes only and is not otherwise controlled by Sphere. You understand that Sphere does not guarantee any accuracy or confidentiality with respect to any such User Content, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Service.

User Content you submit to the Service or Sphere’s or any Sphere licensee’s use of such User Content pursuant to these Terms, will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any applicable laws, rules or regulations (including, without limitation, United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions); or (iii) require obtaining a license from or paying any fees and/or royalties by Sphere to any third party for the performance of any services you have chosen to be performed by Sphere or for the exercise of any rights granted in these Terms, unless you and Sphere otherwise agree.

All User Content and any information contained in such User Content are the sole responsibility of the person(s) who originated such User Content. This means that you, and not Sphere, are entirely responsible for all User Content that you upload, post, transmit, or otherwise make available through the Service as well as any consequences of submitting and publishing your User Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Content you submit; and you license to Sphere all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Service pursuant to these Terms of Service.

By submitting User Content to Sphere, you hereby grant Sphere and its affiliates, sublicensees, partners, designees, and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and Sphere’s (and its successors’ and affiliates’) business, including without limitation for promotion and redistribution of part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

You hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in User Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your User Content from the Service. You understand and agree, however, that Sphere may retain, but not display, distribute, or perform, server copies of your User Content that has been removed or deleted.

You may be exposed to User Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable and Sphere makes no representations or warranties regarding any User Content, is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to any User Content and does not endorse any User Content submitted to the Service by any user or other licensor, as well as any opinion, recommendation, or advice expressed therein and all such content is offered “AS IS” and “AS AVAILABLE”.

COPYRIGHT POLICY

Sphere does not permit infringement of intellectual property rights on the Site or Service, and Sphere will remove copyright infringing activities or related User Content if Sphere is properly notified that such User Content infringes on another’s intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any material on the Site violates this Agreement or your intellectual property rights, please notify Sphere as soon as possible by sending an email to support@Sphererealtycapital.com with the following information pursuant to the Digital Millennium Copyright Act (“DMCA”) (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Sphere will also terminate a User’s account if the user is determined to be a repeat infringer.

INTERACTIONS WITH OTHER USERS

The Site and/or Service may allow you to correspond or otherwise interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that such other Users are not affiliated with or controlled by Sphere or its affiliates, and Sphere cannot influence the investments, information, advice or services provided by them. Your correspondence or interaction with other Users is solely between you and such other Users. You agree that Sphere and its affiliates will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between you and other Users. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Sphere or its affiliates.

If you have a dispute with one or more Users, you irrevocably and forever release Sphere (and Sphere’s affiliates, senior advisors, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

THIRD PARTY CONTENT

The Site may contain content from and links to third party websites or content that is not owned or controlled by Sphere (collectively, “Third Party Content”). Sphere does not control, endorse, investigate or adopt any Third Party Content, and assumes no responsibility for any Third Party Content, or the accuracy, availability, privacy policies, or practices of such content. In addition, Sphere will not and cannot censor or edit such Third Party Content and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to accuracy or completeness. By using the Service, you expressly relieve Sphere from any and all liability arising from your use of any third-party content. Accordingly, we encourage you to be aware when you leave the Sphere Site and to read the terms and conditions and privacy policy of every other website that you visit. Users use such Third Party Content at their own risk.

CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES

Because Sphere operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with Sphere, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 9.0 or above and Google Chrome 37 or above, Apple Safari 7 or above or the equivalent software; and hardware capable of running this software.

Sphere generally receives all payments, and make all disbursements, through electronic funds transfers using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize Sphere to make any and all investment disbursements, to such account. You agree to provide Sphere updated information regarding your bank or other account upon Sphere’s request and at any time that the information earlier provided is no longer valid.

As part of doing business with Sphere, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms such as K–1s, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from Sphere or any service provider used by Sphere. An IRS Form refers to any Form 1099, Form K1, or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form”). The decision to do business with Sphere electronically is yours. This document informs you of your rights concerning Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

UPDATES

You must keep us informed of any change in your e-mail address, your mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at support@Sphererealtycapital.com.

USE OF LINKS

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Sphere’s control, and you acknowledge that Sphere is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by Sphere or any association with its operators. You further acknowledge and agree that Sphere shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Sphere Site and Service.

ACCOUNT TERMINATION

Sphere reserves the right - without cause or notice to you - to terminate or suspend your access to some or all of the Site, effectively immediately, if you engage in activities that we conclude, in our sole discretion, breach these Terms of Service, our Privacy Policy or any Information. Users should also understand that the Terms of Service and Privacy Policy are based in many instances on principles of state and federal law. Users who violate these Terms and our Privacy Policy may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages, attorney’s fees, and other sanctions. Sphere reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.

Sphere reserves the right to decide whether User Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Sphere may at any time, without prior notice and in its sole discretion, remove such User Content and/or terminate or suspend a user’s account for submitting such material in violation of these Terms, our Privacy Policy or any Information. Additionally, if Sphere determines, in our discretion, that it is necessary, we will disable or take other related action concerning accounts that in our view are using excessive bandwidth or other system resources. Upon any termination or expiration of your account and/or your access to the Site or Service, whether by you or Sphere, Sphere may remove and discard all or any part of any User Content uploaded by you and such User Content may no longer be accessible by you. Sphere will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party.

Account termination may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by contacting Sphere customer service at support@Sphererealtycapital.com or by discontinuing your use of the Site and Service. Any fees paid to the Company are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Site or Service incurred prior to such termination. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

MODIFICATION OF AGREEMENT

Sphere reserves the right, in its sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database or content) at any time. Such modification shall become a part of this Agreement and is automatically effective once posted on the Site. Sphere may also impose limits on certain features and services or restrict your access to all or a part of the Service without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.

FEES AND PAYMENTS

Sphere may, now or in the future, charge fees for the use of the Service or certain features thereof. You agree to pay to Sphere all applicable fees for the services purchased on or through the Site or Service under your account at the then-current rates for such services (including any applicable taxes). Service fees will be billed at the time you purchase any applicable services. Unless otherwise communicated to you by Sphere in writing, all fees and charges are nonrefundable. Sphere may change the fees for the use of the Service, or any service or feature provided thereon, or add new fees or charges, at any time. For any change in fees for services purchased under your account, Sphere will send you a notice of such change in advance of such change (via email or a message posted on the Site).

WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE AND ANY CONTENT, PRODUCTS, SERVICES, OR FEATURES MADE IN CONJUNCTION WITH OR THROUGH THE SERVICE SHALL BE AT YOUR SOLE RISK AND UNLESS OTHERWISE EXPRESSLY STATED BY SPHERE, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SPHERE, ITS OFFICERS, SENIOR ADVISORS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COMPLIANCE WITH UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR REGULATIONS, SECURITIES EXCHANGE OR SELF-REGULATORY ORGANIZATION’S RULES OR REGULATIONS, AND EQUIVALENT LAWS OR REGULATIONS IN FOREIGN JURISDICTIONS, CORRECTNESS, ACCURACY AND RELABIILITY.

SPHERE HAS NO CONTROL OVER AND NO DUTY TO TAKE ANY ACTION REGARDING AND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES,

ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE,

ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR

ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

SPHERE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICES AND SPHERE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

SPHERE AND ITS AFFILIATES HAVE NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU AND WITHOUT LIMITING THE FOREGOING, MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERITS AND RISKS OF ANY INVESTMENTS MADE BY USING OR THROUGH THE SERVICE. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

SPHERE IS NOT RESPONSIBLE FOR VERIFYING THAT ANY INVESTOR OR USER IS AN ACCREDITED INVESTOR BEYOND REVIEWING INFORMATION SUBMITTED DIRECTLY TO SPHERE. SPHERE DOES NOT RECOMMEND ANY INVESTMENT OPPORTUNITIES SPECIFICALLY TO OR FOR ANY USER OR ENDORSE THEIR SUITABILITY FOR INVESTMENT BY ANY SPECIFIC USER.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

LIMITITATION OF LIABILITY

IN NO EVENT SHALL SPHERE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, CONTENT PROVIDERS OR AGENTS, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:

LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE

GOODS OR SERVICES (HOWEVER ARISING);

ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;

OFFENSIVE, INDECENT, OR OBJECTIONABLE CONTENT FROM A VARIETY OF SOURCES TO WHICH YOU ARE EXPOSED BY USING OUR SERVICE. SPHERE IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT;

DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY;

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES;

UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;

LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT. YOU MAY BE LIABLE FOR THE LOSSES OF SPHERE OR OTHERS DUE TO SUCH UNAUTHORIZED USE;

INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SPHERE AND RECEIVED THROUGH THE SERVICES OR ANY LINKED SITES.

IN NO EVENT WILL SPHERE’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’ OR SUPPLIERS’ LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ANY ACCESS TO OR USE OF THE SERVICE OR ANY PART THEREOF, OR TEN DOLLARS, WHICHEVER IS GREATER.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SPHERE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Sphere, its affiliates, officers, senior advisors, directors, employees, contractors, suppliers, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use or misuse of and access to the Site, Service, or any content thereon; (ii) your violation of any term of this Agreement, Sphere’s Privacy Policy, or any Information; (iii) infringement by you or any third party using your account of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

This defense and indemnification obligation will survive this Agreement and your use of the Service. Sphere reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

INTERNATIONAL USE

Accessing the Service is prohibited from territories where the Site, Service or any content thereon is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

GOVERNING LAW; ARBITRATION

This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed and enforced in accordance with the laws of the state of Georgia as they apply to agreements entered into and to be performed entirely within Delaware between Georgia residents, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. By your agreement to the Terms and your use of the Sphere’s Service, you agree to submit to the exclusive personal and subject matter jurisdiction of the state and federal courts situated in Fulton County, Georgia for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter.

Unless otherwise agreed in writing by you and Sphere, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted before a single arbitrator in Georgia. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Sphere or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Any cause of action arising out of or related to the Service, and all products and services offered via the Sphere Site or Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. You acknowledge and agree that you may bring claims against Sphere only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

ELECTRONIC DELIVERY AND NOTICE POLICY

By using the Service, you consent to receive from Sphere, or any of its affiliates, officers, directors, partners, agents, or employees, all communications, including notices, agreements, legally required disclosures, or other information in connection with the Service or investment offerings made available to you via the Service (collectively, “Notice Information”) electronically. Sphere may provide the electronic Notice Information by posting them on the Site or sending the Notice Information to the email address you provided to Sphere during the account registration process. If you desire to withdraw your consent to receive Notice Information electronically, you must discontinue your use of the Service. Except as explicitly stated otherwise, legal notices will be served, with respect to Sphere and the Site or Service, to support@Sphererealtycapital.com.

Electronic Communication Privacy Act Notice (18usc 2701–2711): Sphere makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Sphere will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Sphere’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

MISCELLANEOUS TERMS

These Terms of Service, together with the Privacy Policy, Information, and any other legal notices published by Sphere on the website, shall constitute the entire agreement between you and Sphere concerning the Service and supersedes all prior or contemporaneous communications, agreements and understandings between Sphere and you with respect to the subject matter hereof. To the extent these Terms of Service conflict with the terms of our Privacy Policy and the Information, these Terms will control. These Terms of Service shall not be assignable by you, either in whole or in part. Sphere reserves the right to assign its rights and obligations under these Terms without restriction. The failure of Sphere to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of such right or provision may only become effective upon written agreement signed by a duly authorized representative of Sphere. The section titles in this Agreement and the Privacy Policy are for convenience only and have no legal or contractual effect. If for any reason any provision of these Terms, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. A printed version of these Terms shall be admissible in judicial or administrative proceedings.

If you have any questions, please email us at support@Sphererealtycapital.com.

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