Common use of Advisory Fee Clause in Contracts

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.25% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.0% of the difference between (i) the Annual Total Return allocable to Class A Shares, Class E Shares or Class M Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In the event Class A NAV per share, Class E NAV per share or Class M NAV per share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M Shares pursuant to this Section 10(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (f) In the event the Company commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); provided, however, that the Fixed Component will not be earned and, therefore, will not begin to accrue until the date on which the combined NAV for both Class A Shares and Class B Shares has reached $50,000,000; and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M B Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the Priority Return Percentage allocable to Class A Shares or Class B Shares, as applicable. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E Shares or Class M B Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagefor any calendar year. In the event Class A NAV per share, Class E NAV per share or Class M B NAV per share decreases below $10.00 12.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 12.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Company may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Board, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Company’s stockholders. Notwithstanding the foregoing, the NAV thresholds for each class are also subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M B Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable B Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M B Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (f) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fg) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) This Section 11(c) sets forth the Performance Component for the Class A Shares, the Class D Shares, the Class I Shares, the Class N Shares, the Class T Shares and the Class Z Shares only. The Performance Component will not be paid with respect to the Class A Shares, the Class E D Shares, the Class I Shares, the Class N Shares, the Class T Shares or the Class M Z Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “First Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the First Priority Return Percentage allocable to Class A Shares, Class D Shares, Class I Shares, Class N Shares, Class T Shares or Class Z Shares, as applicable; provided, however that in no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E D Shares, Class I Shares, Class N Shares, Class T Shares or Class M Z Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagefor any calendar year. In the event Class A NAV per share, Class E D NAV per share, Class I NAV per share, Class N NAV per share, Class T NAV per share or Class M Z NAV per share decreases below $10.00 12.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 12.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Company may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Board, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Company’s stockholders. Notwithstanding the foregoing, the NAV thresholds for each class are also subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class A Shares, Class E D Shares, Class I Shares, Class N Shares, Class T Shares or Class M Z Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E D Stockholders, Class I Stockholders, Class N Stockholders, Class T Stockholders or Class M Stockholders, as applicable Z Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the First Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) This Section 11(d) sets forth the Performance Component for the Class S Shares, the Class M-I Shares and the Class T2 Shares only. The Performance Component will not be paid with respect to the Class S Shares, the Class M-I Shares or the Class T2 Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 5.0% (the “Second Priority Return Percentage”). For each class, the dollar amount of the Performance Component will be equal to the difference between the Annual Total Return and the Second Priority Return Percentage allocable to Class S Shares, Class M-I Shares or Class T2 Shares, as applicable; provided, however that in no event will the Performance Component exceed 12.5% of the Annual Total Return allocable to Class S Shares, Class M-I Shares or Class T2 Shares, as applicable, for any calendar year. In the event Class S NAV per share, Class M-I NAV per share or Class T2 NAV per share decreases below $12.00 on any day during the measurement period, any subsequent increase in such NAV per share to $12.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Company may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Board, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Company’s stockholders. Notwithstanding the foregoing, the NAV thresholds for each class are also subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class S Shares, Class M-I Shares or Class T2 Shares pursuant to this Section 11(d), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class S Stockholders, Class M-I Stockholders or Class T2 Stockholders (or any particular Stockholder) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Second Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (e) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E D Shares, Class I Shares, Class N Shares, Class T Shares, Class T2 Shares, Class S Shares, Class M-I Shares and Class M Shares, Z Shares prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (ef) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (g) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fh) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. . (c) The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.25% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (cd) The Performance Component will not be paid with respect to the Class A Shares, the Class E D Shares, Class A-I Shares, the Class M-I Shares or the Class M Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.0% of the difference between (i) the Annual Total Return allocable to Class A Shares, Class E D Shares, Class A-I Shares, Class M-I Shares or Class M Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E D Stockholders, Class A-I Stockholders, Class M-I Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In the event the Class A NAV per share, Class E D NAV per share, Class A-I NAV per share, Class M-I NAV per share or Class M NAV per share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E D Shares, Class A-I Shares, Class M-I Shares or Class M Shares pursuant to this Section 10(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E D Stockholders, Class A-I Stockholders, Class M-I Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (de) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E D Shares, Class A-I Shares, Class M-I Shares and Class M Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (ef) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the prorated Performance Component for such partial year shall be payable promptly after the Company files (i) its unaudited financial statements on Form 10-Q for the calendar quarter that includes the Termination Date, or (ii) in the case of a Termination Date that occurs during the fourth calendar quarter of a calendar year, its audited financial statements on Form 10-K for the year ended that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during during, and Annual Total Return achieved achieved, for the period of such partial calendar year. (fg) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.250.9% of NAV for each day (the “Fixed Component”); ) and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M W Shares, each of which is evaluated independently when calculating the Performance Component, Component for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, class the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return allocable to Class A Shares, Class E Shares or Class M W Shares, as applicable, applicable and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares or Class W Shares, as applicable, for any calendar year. In the event Class A NAV per share, Class E NAV per share or Class M W NAV per share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M W Shares pursuant to this Section 10(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable W Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M W Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The , the Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (f) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the its Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders. (g) In lieu of cash, the Advisor may elect to receive the payment of any of its fees in Shares, which shall be paid as either Class A Shares or Class W Shares as determined by a majority of the Board, including a majority of the Independent Directors. Any such Shares will be valued at the Company’s NAV per Share applicable to their class on the issue date and will not be eligible for redemption by the Advisor until six months from the issue date.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E D Shares, the Class I Shares, the Class N Shares or the Class M T Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the Priority Return Percentage allocable to Class A Shares, Class D Shares, Class I Shares, Class N Shares or Class T Shares, as applicable. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E D Shares, Class I Shares, Class N Shares or Class M T Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagefor any calendar year. In the event Class A NAV per share, Class E D NAV per share, Class I NAV per share, Class N NAV per share or Class M T NAV per share decreases below $10.00 12.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 12.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Company may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Board, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Company’s stockholders. Notwithstanding the foregoing, the NAV thresholds for each class are also subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class A Shares, Class E D Shares, Class I Shares, Class N Shares or Class M T Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E D Stockholders, Class I Stockholders, Class N Stockholders or Class M Stockholders, as applicable T Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E D Shares, Class I Shares, Class N Shares and Class M T Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (f) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fg) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.250.9% of NAV for each day (the “Fixed Component”); ) and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M W Shares, each of which is evaluated independently when calculating the Performance Component, Component for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, class the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return allocable to Class A Shares, Class E Shares or Class M W Shares, as applicable, applicable and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares or Class W Shares, as applicable for any calendar year. In the event Class A NAV per share, Class E NAV per share or Class M W NAV per share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M W Shares pursuant to this Section 10(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable W Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M W Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The , the Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (f) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the its Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders. (g) In lieu of cash, the Advisor may elect to receive the payment of any of its fees in Shares, which shall be paid as either Class A Shares or Class W Shares as determined by a majority of the Board, including a majority of the Independent Directors. Any such Shares will be valued at the Company’s NAV per Share applicable to their class on the issue date and will not be eligible for redemption by the Advisor until six months from the issue date.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.250.9% of NAV for each day (the “Fixed Component”); provided, however, that the Fixed Component will not be earned and, therefore, will not begin to accrue until the date on which the Company has received at least $50,000,000 in gross offering proceeds from its Offering in any combination of Class A Shares and Class W Shares; and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M W Shares, each of which is evaluated independently when calculating the Performance Component, Component for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, class the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return allocable to Class A Shares, Class E Shares or Class M W Shares, as applicable, applicable and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares or Class W Shares, as applicable, for any calendar year. In the event Class A NAV per share, Class E NAV per share or Class M W NAV per share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M W Shares pursuant to this Section 10(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable W Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M W Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The , the Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (f) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the its Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders. (g) In lieu of cash, the Advisor may elect to receive the payment of any of its fees in Shares, which shall be paid as either Class A Shares or Class W Shares as determined by a majority of the Board, including a majority of the Independent Directors. Any such Shares will be valued at the Company’s NAV per Share applicable to their class on the issue date and will not be eligible for redemption by the Advisor until six months from the issue date.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for asset management services rendered hereunder. pursuant to Section 3(a)(i) hereof as follows. (i) The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.15% of NAV for each class of Shares for each day during the term of this Agreement (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return Percentage allocable to each class of shares of the Company’s common stockShares. (cii) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M a given class of Shares, each class of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable Percentage applicable to the applicable such class expressed as a percentage is less than or equal to 7.06.0% (the “Priority Return Percentage”). For With respect to each class, class of Shares the dollar amount of the Performance Component will equal be 25.0% of the product of (A) the excess of the Annual Total Return Percentage of such class over the Priority Return Percentage, (B) the Beginning VPS of such class, and (C) the weighted-average number of Shares of such class outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis. However in no event will the Performance Component for any class of Shares in a single calendar year exceed 10.0% of the difference between product of (iA) the Annual Total Return allocable to Class A SharesPercentage of such class, Class E Shares or Class M Shares, as applicable(B) the Beginning VPS of such class, and (iiC) the amount required to provide Class A Stockholdersweighted-average number of Shares of such class outstanding during the applicable period, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagecalculated in accordance with GAAP applied on a consistent basis. In the event that the Class A NAV per shareVPS, Class E NAV per share W VPS, Class I VPS or Class M NAV per share R VPS decreases below $10.00 on any day during the measurement period, (subject to adjustment pursuant to account for (i) any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, and (ii) any adjustment approved by the Board that is applied in the same manner to each Share class, as applicable), any subsequent increase in such NAV per share VPS up to $10.00 the higher of (a) the VPS of such class as of the end of the Business Day on which the initial Offering of Class W, Class I and Class R Shares commenced (or such other adjusted numberprice) or (b) the highest VPS of such class on the last Business Day of any prior calendar year following the commencement of the initial Offering of Class W, Class I and Class R Shares, shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M a given class of Shares pursuant to this Section 10(c9(b)(ii), the Advisor will be entitled to such payment even in the event that the Annual Total Return total percentage return to Class A Stockholders, Class E such class of Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage ) on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (diii) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share VPS calculations for such day; and (ii) calculate the Annual Total Return Percentage allocable to Class A Shares, Class E Shares and Class M each class of Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (eiv) The Advisory Fee will accrue daily and is payable in cashdaily. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component with respect to any calendar year is payable promptly after on January 1 of the audited financial statements for each following calendar year become availableyear, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly on the first business day after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component (including the Priority Return Percentage) will be prorated based on the number of days elapsed during during, and the Annual Total Return Percentage achieved for for, the period of such partial calendar year. For example, for the partial calendar year following the date of this Agreement, the Performance Component will be calculated based on the Annual Total Return Percentage achieved with respect to the VPS of each class of Shares at the end of the date of this Agreement, and the Priority Return Percentage will be reduced pro rata by the number of days in the calendar year that precedes the date of this Agreement. (fv) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the its Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders. The calculation of the Performance Component for any partial year shall be calculated consistent with the applicable provisions of Section 9(b)(iv) above. (vi) In addition, upon the Sale of one or more Real Properties, the Advisor or an Affiliate shall receive an amount equal to 1% of the Contract Sales Price of such Real Property or Real Properties.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M B Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the Priority Return Percentage allocable to Class A Shares or Class B Shares, as applicable. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E Shares or Class M B Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In the event Class A NAV per share, Class E NAV per share or Class M NAV per share decreases below $10.00 on for any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that classcalendar year. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M B Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable B Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M B Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (f) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fg) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M B Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the Priority Return Percentage allocable to Class A Shares or Class B Shares, as applicable. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E Shares or Class M B Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In the event Class A NAV per share, Class E NAV per share or Class M NAV per share decreases below $10.00 on for any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that classcalendar year. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M B Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable B Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M B Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly quarterly in arrears (after the close of business and NAV calculations for the last Business Day for such monthquarter). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (f) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fg) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (bi) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed monthly component (a) prior to the NAV Pricing Date, equal to 0.104% (one twelfth of 1.25%) of the cost of each asset (excluding any leverage incurred in connection with such asset, without deductions for depreciation, bad debts or other non-cash reserves) and (b) following the NAV Pricing Date, an amount that will accrue daily equal to 1/365th of 1.25% of the NAV for each day such day, before giving effect to any accruals for the Advisory Fee, Distribution and Shareholder Servicing Fee, Performance Component or any Distributions (the “Fixed Component”); and (2) a an annual performance component (the “Performance Component”) that is paid annually and calculated based on accrues monthly equal to 12.5% of the Annual Total Return allocable to each class of shares of the Company’s common stockstock subject to the Hurdle Amount. (cii) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.0% (the “Priority Return Percentage”)Hurdle Amount. For Promptly following the end of each classyear, the dollar amount of Advisor will be entitled to the Performance Component will equal 10.0% of the difference between Advisory Fee (which shall accrue on a monthly basis), payable in cash, in an amount equal to: (a) First, if the Total Return for the applicable period exceeds the sum of (i) the Annual Total Return allocable to Class A Shares, Class E Shares or Class M Shares, as applicable, Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount required due to provide Class A Stockholdersthe Advisor equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount due to the Advisor pursuant to this clause; and (b) Second, Class E Stockholders or Class M Stockholdersto the extent there are remaining Excess Profits, as applicable, an Annual 12.5% of such remaining Excess Profits. Any amount by which Total Return equal falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. With respect to all Shares that are repurchased in connection with repurchases of Shares pursuant to the Priority Return PercentageCompany’s share repurchase plan, the Advisor shall be entitled to such Performance Component in an amount calculated as described above but only for the portion of the year for which such Shares were outstanding, and proceeds for any such Shares repurchase will be reduced by the amount of any such Performance Component. In Payments on the event Performance Component may be payable in cash or by receipt of Class A I Shares at the election of the Advisor. If the Advisor elects to receive such Class I Shares in lieu of cash, the Advisor will receive the number of Class I Shares that results from dividing the Performance Component by the NAV per shareClass I Share at the time of such issuance. If the Advisor elects to receive Class I Shares in lieu of cash, the Advisor may request the Company to redeem such Class E I Shares from the Advisor at any time but subject to any repurchase limits that exist under our share repurchase plan other than early repurchase deductions. The measurement of the change in NAV per share or Class M NAV per share decreases below $10.00 on any day during Share for the measurement period, purpose of calculating the Total Return is subject to adjustment pursuant by the Board to account for any stock dividend, stock split, recapitalization, recapitalization or any other similar change in the Company’s capital structure or any Distributions that the Board deems to be a return of capital if such changes are not already reflected in the Company’s net assets. In the event the Advisory Agreement is terminated (including by means of non-renewal), the Advisor will be entitled to any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the accrued Performance Component with respect to that classall Shares as of the date of such termination. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M the Shares pursuant to this Section 10(c8.02(iii), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E the Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return PercentageHurdle Amount. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (diii) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in Following the NAV per share calculations for such day; and (ii) calculate Pricing Date, the Annual Total Return allocable to Class A Shares, Class E Shares and Class M Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the prorated Performance Component for such partial year shall be payable promptly after the Company files its Company’s unaudited financial statements on Form 10-Q for the calendar quarter that includes the Termination DateDate are available, or in the case of a Termination Date that occurs during the fourth calendar quarter of a calendar year, its audited financial statements for the year ended that includes the Termination Date are available. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (fiv) In Notwithstanding anything else in this Section 8.02 to the event the Company commences a liquidation of its Investments during any calendar yearcontrary, the Company will pay payment of the Advisor the monthly fixed component of the Advisory Fee from the proceeds of the liquidation due and the performance component of the Advisory Fee will be calculated at the end of the liquidation owing for any period prior to the distribution completion of the liquidation proceeds to Company’s initial public offering shall be waived by the StockholdersAdvisor.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. . (c) The Operating Partnership shall pay the Advisor an Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.25% of Operating Partnership NAV for each day (the “OP Fixed Component”); and (2) a performance component (the “OP Performance Component”) that is paid annually and calculated based on the OP Annual Total Return allocable to each class of Units. The Company shall also pay the Advisor an Advisory Fee comprised of two components: (1) a fixed component in an amount equal to 1/365th of 1.25% of Company Separate NAV for each day (the “Company Fixed Component” and collectively with the OP Fixed Component, the “Fixed Component”); and (2) a performance component (the “Company Performance Component” and collectively with the OP Performance Component, the “Performance Component”) that is paid annually and calculated based on the Company Separate Annual Total Return allocable to each class of shares of the Company’s common stockShares. (cd) The OP Performance Component will not be paid with respect to the Class A SharesUnits, the Class E Shares D Units, Class A-I Units, the Class M-I Units or the Class M SharesUnits, each of which is evaluated independently when calculating the OP Performance Component, for any calendar year in which the OP Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.0% (the “Priority Return Percentage”). For each classclass of Units, the dollar amount of the OP Performance Component will equal 10.0% of the difference between (i) the OP Annual Total Return allocable to Class A Units, Class D Units, Class A-I Units, Class M-I Units or Class M Units, as applicable, and (ii) the amount required to provide Class A Unitholders, Class D Unitholders, Class A-I Unitholders, Class M-I Unitholders or Class M Unitholders, as applicable, an OP Annual Total Return equal to the Priority Return Percentage. In the event the Class A Unit NAV per Class A Unit, Class D Unit NAV per Class D Unit, Class A-I Unit NAV per Class A-I Unit, Class M-I Unit NAV per Class M-I Unit or Class M Unit NAV per Class M Unit decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any Distribution, Unit split, recapitalization, or other similar change in the capital structure of the Operating Partnership (or Company, to the extent such change also affects the Unitholders), any subsequent increase in such NAV per Unit to $10.00 (or such other adjusted number) shall not be included in the calculation of the OP Performance Component with respect to that class. If the OP Performance Component is payable with respect to Class A Units, Class D Units, Class A-I Units, Class M-I Units or Class M Units pursuant to this Section 10(d), the Advisor will be entitled to such payment even in the event that the OP Annual Total Return to Class A Unitholders, Class D Unitholders, Class A-I Unitholders, Class M-I Unitholders or Class M Unitholders, as applicable (or any particular Unitholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Operating Partnership’s subsequent performance. The OP Performance Component may be earned in a given period for one or more of the Operating Partnership’s classes of Units. (e) The Company Performance Component will not be paid with respect to the Class A Shares, the Class D Shares, Class A-I Shares, the Class M-I Shares or the Class M Shares, each of which is evaluated independently when calculating the Company Performance Component, for any calendar year in which the Company Separate Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to the Priority Return Percentage. For each class of Shares, the dollar amount of the Company Performance Component will equal 10.0% of the difference between (i) the Company Separate Annual Total Return allocable to Class A Shares, Class E D Shares, Class A-I Shares, Class M-I Shares or Class M Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E D Stockholders, Class A-I Stockholders, Class M-I Stockholders or Class M Stockholders, as applicable, an a Company Separate Annual Total Return equal to the Priority Return Percentage. In the event the Class A Share NAV per shareClass A Share, Class E D Share NAV per share Class D Share, Class A-I Share NAV per Class A-I Share, Class M-I Share NAV per Class M-I Share or Class M Share NAV per share Class M Share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share Share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Company Performance Component with respect to that class. If the Company Performance Component is payable with respect to Class A Shares, Class E D Shares, Class A-I Shares, Class M-I Shares or Class M Shares pursuant to this Section 10(c10(e), the Advisor will be entitled to such payment even in the event that the Company Separate Annual Total Return to Class A Stockholders, Class E D Stockholders, Class A-I Stockholders, Class M-I Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Company Performance Component may be earned in a given period for one or more of the Company’s classes of common stockShares. (df) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share Unit and NAV per Share calculations for such day; and (ii) calculate the OP Annual Total Return allocable to Class A each class of Units and the Company Separate Annual Total Return allocable to each class of Shares, Class E Shares and Class M Shares, in each case prorated as of the end of such day day, and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (eg) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the prorated Performance Component for such partial year shall be payable promptly after the Company files (i) its unaudited financial statements on Form 10-Q for the calendar quarter that includes the Termination Date, or (ii) in the case of a Termination Date that occurs during the fourth calendar quarter of a calendar year, its audited financial statements on Form 10-K for the year ended that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of the Operating Partnership’s and Company’s NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during during, and OP Annual Total Return achieved or Company Separate Annual Total Return (as applicable) achieved, for the period of such partial calendar year. (fh) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor shall be paid the fixed component of the Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the StockholdersStockholders or Unitholders, as the case may be.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.25% of NAV for each day payable quarterly (the “Fixed Component”); and (2) a performance component payable annually (the “Performance Component”), each calculated as follows. (i) that is The Fixed Component shall be equal to 1/4th of 1.5% of the average Invested Assets for each quarter, and paid annually and quarterly in arrears. (ii) The annual Performance Component shall be calculated based on the basis of the Annual Total Return allocable to of each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A SharesShares in any calendar year, the Class E Shares or the Class M Shares, each of which is evaluated independently when calculating the Performance Component, such that for any calendar year in which the Annual Total Return allocable to the applicable Percentage per share for such class expressed as a percentage is less than or equal to exceeds 7.0% per annum (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.020% of the difference between (i) the Annual Total Return Percentage and the Priority Return Percentage allocable to such class, multiplied by NAV at the beginning of the applicable period for such class, multiplied by the outstanding number of Shares of such class at the end of the applicable period; provided that in no event will the Performance Component exceed 15% of the Annual Total Return allocable to Class A Shares, Class E Shares or Class M Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagesuch class for such year. In the event Class A NAV per share, Class E NAV per share or Class M the NAV per share decreases below $10.00 on 25.00 for any day class of Shares during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 25.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Board of Directors may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Board of Directors, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Company’s Stockholders. Notwithstanding the foregoing, the NAV thresholds for each class of Shares are also subject to adjustment by the Board of Directors to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any Distributions that the Board of Directors has deemed to be a return of capital to the applicable class of Stockholders. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M any class of Shares pursuant to this Section 10(c8(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return Percentage to Class A Stockholders, Class E the Stockholders or Class M Stockholders, as applicable of such class (or any particular Stockholder), expressed as a percentage on a cumulative basis ) over any longer or shorter period has been less than the Priority Return Percentage. The performance of the Company in any future period shall not in any way impact the amount of any Advisory Fee payable to the Advisor for prior periods, and the Advisor shall not be obligated have no obligation to return any portion of any Advisory Fee paid based on to it or any other Person as a result of the Company’s subsequent performanceperformance in any such future period. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall. For these purposes only, on a daily basis, the NAV of each class of Shares shall be (i) accrue a liability reserve account equal to $25.00 until the amount due for both the Fixed Component NAV Pricing Date, and the Performance Componentfollowing such date, such accrual to be reflected in the NAV per share calculations for Share of such dayclass; and (ii) calculate the Annual Total Return allocable actual value accorded to Class A Shares, Class E each class of Shares and Class M Shares, prorated as in connection with any merger or sale of the end Company or its assets; or (iii) if any class of Shares is listed on a national securities exchange, the volume weighted average closing price of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations Shares for the last Business Day for thirty (30) trading days of the current year, or such month)shorter period as such Shares have been “listed” during the current year. The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that that, if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (f) In the event the Company commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.25% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E I Shares, Class I-A Shares, the Class I-M Shares or the Class M Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage is less than or equal to 7.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.0% of the difference between (i) the Annual Total Return allocable to Class A Shares, Class E I Shares, Class I-A Shares, Class I-M Shares or Class M Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E I Stockholders, Class I-A Stockholders, Class I-M Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentage. In the event the Class A NAV per share, Class E I NAV per share, Class I-A NAV per share, Class I-M NAV per share or Class M NAV per share decreases below $10.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E I Shares, Class I-A Shares, Class I-M Shares or Class M Shares pursuant to this Section 10(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E I Stockholders, Class I-A Stockholders, Class I-M Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E I Shares, Class I-A Shares, Class I-M Shares and Class M Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the prorated Performance Component for such partial year shall be payable promptly after the Company files (i) its unaudited financial statements on Form 10-Q for the calendar quarter that includes the Termination Date, or (ii) in the case of a Termination Date that occurs during the fourth calendar quarter of a calendar year, its audited financial statements on Form 10-K for the year ended that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during during, and Annual Total Return achieved achieved, for the period of such partial calendar year. (f) In the event the Company commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for asset management services rendered hereunder. pursuant to Section 3(a)(i) hereof as follows. (i) The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.15% of NAV for each class of Shares for each day during the term of this Agreement (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return Percentage allocable to each class of shares of the Company’s common stockShares. (cii) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M a given class of Shares, each class of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable Percentage applicable to the applicable such class expressed as a percentage is less than or equal to 7.06.0% (the “Priority Return Percentage”). For With respect to each class, class of Shares the dollar amount of the Performance Component will equal be 25.0% of the product of (A) the excess of the Annual Total Return Percentage of such class over the Priority Return Percentage, (B) the Beginning VPS of such class, and (C) the weighted-average number of Shares of such class outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis. However in no event will the Performance Component for any class of Shares in a single calendar year exceed 10.0% of the difference between product of (iA) the Annual Total Return allocable to Class A SharesPercentage of such class, Class E Shares or Class M Shares, as applicable(B) the Beginning VPS of such class, and (iiC) the amount required to provide Class A Stockholdersweighted-average number of Shares of such class outstanding during the applicable period, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagecalculated in accordance with GAAP applied on a consistent basis. In the event that the Class A NAV per shareVPS, Class E NAV per share I VPS or Class M NAV per share W VPS decreases below $10.00 the VPS of such class as of the end of the Business Day on any day during which the measurement period, initial Offering of Class I and Class W Shares commences (subject to adjustment pursuant to account for (i) any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, and (ii) any adjustment approved by the Board that is applied in the same manner to each Share class, as applicable) any subsequent increase in such NAV per share VPS up to $10.00 the VPS of such class as of the end of the Business Day on which the initial Offering of Class I and Class W Shares commenced (or such other adjusted numberprice) shall not be included in the calculation of the Performance Component with respect to that class. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M a given class of Shares pursuant to this Section 10(c9(b)(ii), the Advisor will be entitled to such payment even in the event that the Annual Total Return total percentage return to Class A Stockholders, Class E such class of Stockholders or Class M Stockholders, as applicable (or any particular Stockholder), expressed as a percentage ) on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (diii) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share VPS calculations for such day; and (ii) calculate the Annual Total Return Percentage allocable to Class A Shares, Class E Shares and Class M each class of Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (eiv) The Advisory Fee will accrue daily and is payable in cashdaily. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component with respect to any calendar year is payable promptly after on January 1 of the audited financial statements for each following calendar year become availableyear, provided that if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly on the first business day after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component (including the Priority Return Percentage) will be prorated based on the number of days elapsed during during, and the Annual Total Return Percentage achieved for for, the period of such partial calendar year. For example, for the partial calendar year following the date of this Agreement, the Performance Component will be calculated based on the Annual Total Return Percentage achieved with respect to the VPS of each class of Shares at the end of the date of this Agreement, and the Priority Return Percentage will be reduced pro rata by the number of days in the calendar year that precedes the date of this Agreement. (fv) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the its Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders. The calculation of the Performance Component for any partial year shall be calculated consistent with the applicable provisions of Section 9(b)(iv) above. (vi) In addition, upon the Sale of one or more Real Properties, the Advisor or an Affiliate shall receive an amount equal to 1% of the Contract Sales Price of such Real Property or Real Properties.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A Shares, the Class E Shares or the Class M B Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the Priority Return Percentage allocable to Class A Shares or Class B Shares, as applicable. In no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E Shares or Class M B Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagefor any calendar year. In the event Class A NAV per share, Class E NAV per share or Class M B NAV per share decreases below $10.00 12.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 12.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Company may decrease this threshold if (i) there has been a fundamental and unexpected change in the overall real estate market and (ii) the Board, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Company’s stockholders. Notwithstanding the foregoing, the NAV thresholds for each class are also subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M B Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable B Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E Shares and Class M B Shares, prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (f) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fg) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.251.0% of NAV for each day (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is paid annually and calculated based on the Annual Total Return allocable to each class of shares of the Company’s common stock. (c) This Section 11(c) sets forth the Performance Component for the Class A Shares, the Class D Shares, the Class I Shares, the Class N Shares, the Class T Shares and the Class Z Shares only. The Performance Component will not be paid with respect to the Class A Shares, the Class E D Shares, the Class I Shares, the Class N Shares, the Class T Shares or the Class M Z Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 7.06.0% (the “First Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.025.0% of the difference between (i) the Annual Total Return and the First Priority Return Percentage allocable to Class A Shares, Class D Shares, Class I Shares, Class N Shares, Class T Shares or Class Z Shares, as applicable; provided, however that in no event will the Performance Component exceed 10.0% of the Annual Total Return allocable to Class A Shares, Class E D Shares, Class I Shares, Class N Shares, Class T Shares or Class M Z Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagefor any calendar year. In the event Class A NAV per share, Class E D NAV per share, Class I NAV per share, Class N NAV per share, Class T NAV per share or Class M Z NAV per share decreases below $10.00 12.00 on any day during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 12.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class. Notwithstanding the foregoing, the NAV thresholds for each class are subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class A Shares, Class E D Shares, Class I Shares, Class N Shares, Class T Shares or Class M Z Shares pursuant to this Section 10(c11(c), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class A Stockholders, Class E D Stockholders, Class I Stockholders, Class N Stockholders, Class T Stockholders or Class M Stockholders, as applicable Z Stockholders (or any particular Stockholder), ) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the First Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) This Section 11(d) sets forth the Performance Component for the Class S Shares, the Class M-I Shares and the Class T2 Shares only. The Performance Component will not be paid with respect to the Class S Shares, the Class M-I Shares or the Class T2 Shares, each of which is evaluated independently when calculating the Performance Component, for any calendar year in which the Annual Total Return allocable to the applicable class expressed as a percentage of Stockholders’ invested capital as of the last Business Day of such calendar year is less than or equal to 5.0% (the “Second Priority Return Percentage”). For each class, the dollar amount of the Performance Component will be equal to the difference between the Annual Total Return and the Second Priority Return Percentage allocable to Class S Shares, Class M-I Shares or Class T2 Shares, as applicable; provided, however that in no event will the Performance Component exceed 12.5% of the Annual Total Return allocable to Class S Shares, Class M-I Shares or Class T2 Shares, as applicable, for any calendar year. In the event Class S NAV per share, Class M-I NAV per share or Class T2 NAV per share decreases below $12.00 on any day during the measurement period, any subsequent increase in such NAV per share to $12.00 (or such other adjusted 13 number) shall not be included in the calculation of the Performance Component with respect to that class. Notwithstanding the foregoing, the NAV thresholds for each class are subject to adjustment by the Board to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any distributions made after the commencement of this offering that the Board has deemed to be a return of capital to the applicable class of stockholders. If the Performance Component is payable with respect to Class S Shares, Class M-I Shares or Class T2 Shares pursuant to this Section 11(d), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class S Stockholders, Class M-I Stockholders or Class T2 Stockholders (or any particular Stockholder) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Second Priority Return Percentage. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (e) The Advisor shall, on a daily basis, (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for such day; and (ii) calculate the Annual Total Return allocable to Class A Shares, Class E D Shares, Class I Shares, Class N Shares, Class T Shares, Class T2 Shares, Class S Shares, Class M-I Shares and Class M Shares, Z Shares prorated as of the end of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (ef) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component will accrue daily and is payable monthly in arrears (after the close of business and NAV calculations for the last Business Day for such month). The Performance Component for each calendar year for which the fee is payable shall be paid on or before the earlier of (i) promptly after the audited financial statements for each such calendar year become availableavailable or (ii) March 15 of the year following such calendar year, provided that if this Agreement terminates or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date, but in no event later than March 15 of the year following the partial year for such quarterly unaudited financial statements. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. . (g) In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar yearyear (a “Partial Period”), the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month such Partial Period and the Performance Component will be prorated calculated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar yearPartial Period. (fh) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee Fixed Component from the proceeds of the liquidation and the performance component of the Advisory Fee Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.

Advisory Fee. (a) The Advisor is not entitled to acquisition, disposition or financing fees. (b) The Advisor shall receive the Advisory Fee as compensation for services rendered hereunder. The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to 1/365th of 1.25% of NAV for each day payable monthly (the “Fixed Component”); and (2) a performance component payable annually (the “Performance Component”), each calculated as follows. (i) that is The Fixed Component shall be equal to 1/12th of 1.25% of the average NAV for each month, paid annually and monthly in arrears. (ii) The Performance Component shall be calculated based on the basis of the Annual Total Return allocable to of each class of shares of the Company’s common stock. (c) The Performance Component will not be paid with respect to the Class A SharesShares in any calendar year, the Class E Shares or the Class M Shares, each of which is evaluated independently when calculating the Performance Component, such that for any calendar year in which the Annual Total Return allocable to the applicable Percentage per share for such class expressed as a percentage is less than or equal to exceeds 7.0% per annum (the “Priority Return Percentage”). For each class, the dollar amount of the Performance Component will equal 10.020% of the difference between (i) the Annual Total Return Percentage and the Priority Return Percentage allocable to such class, multiplied by NAV at the beginning of the applicable period for such class, multiplied by the outstanding number of Shares of such class at the end of the applicable period; provided that in no event will the Performance Component exceed 15% of the Annual Total Return allocable to Class A Shares, Class E Shares or Class M Shares, as applicable, and (ii) the amount required to provide Class A Stockholders, Class E Stockholders or Class M Stockholders, as applicable, an Annual Total Return equal to the Priority Return Percentagesuch class for such year. In the event Class A NAV per share, Class E NAV per share or Class M the NAV per share decreases below $10.00 on 25.00 for any day class of Shares during the measurement period, subject to adjustment pursuant to any stock dividend, stock split, recapitalization, or other similar change in the capital structure of the Company, any subsequent increase in such NAV per share to $10.00 25.00 (or such other adjusted number) shall not be included in the calculation of the Performance Component with respect to that class, provided that the Board of Directors may decrease this threshold if (i) extraordinary events arise (such as a significant disruption in relevant markets, a terrorist attack or acts of nature) and (ii) the Board of Directors, including a majority of Independent Directors, has determined that such change is necessary to appropriately incent the Advisor to perform in a manner that maximizes stockholder value and is in the best interests of the Stockholders. Notwithstanding the foregoing, the NAV thresholds for each class of Shares are also subject to adjustment by the Board of Directors to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or any Distributions that the Board of Directors has deemed to be a return of capital to the applicable class of Stockholders. If the Performance Component is payable with respect to Class A Shares, Class E Shares or Class M any class of Shares pursuant to this Section 10(c8(a), the Advisor will be entitled to such payment even in the event that the Annual Total Return Percentage to Class A Stockholders, Class E the Stockholders or Class M Stockholders, as applicable of such class (or any particular Stockholder), expressed as a percentage on a cumulative basis ) over any longer or shorter period has been less than the Priority Return Percentage. The performance of the Company in any future period shall not in any way impact the amount of any Advisory Fee payable to the Advisor for prior periods, and the Advisor shall not be obligated have no obligation to return any portion of any Advisory Fee paid based on to it or any other Person as a result of the Company’s subsequent performanceperformance in any such future period. The Performance Component may be earned in a given period for one or more of the Company’s classes of common stock. (d) The Advisor shall. For these purposes only, on a daily basis, the NAV of each class of Shares shall be (i) accrue a liability reserve account equal to the amount due for both the Fixed Component and the Performance Component, such accrual to be reflected in the NAV per share calculations for Share of such dayclass; and (ii) calculate the Annual Total Return allocable actual value accorded to Class A Shares, Class E each class of Shares and Class M Shares, prorated as in connection with any merger or sale of the end Company or its assets; or (iii) if any class of Shares is listed on a national securities exchange, the volume weighted average closing price of such day and, based on such calculation, adjust the balance of liability reserve accrual to reflect the estimated amount due on account of the Performance Component. (e) The Advisory Fee will accrue daily and is payable in cash. The Fixed Component is payable monthly in arrears (after the close of business and NAV calculations Shares for the last Business Day for thirty (30) trading days of the current year, or such month)shorter period as such Shares have been “listed” during the current year. The Performance Component is payable promptly after the audited financial statements for each calendar year become available, provided that that, if this Agreement or its term expires without renewal prior to December 31 of any calendar year, then the Performance Component for such partial year shall be payable promptly after the Company files its unaudited financial statements on Form 10-Q for the quarter that includes the Termination Date. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for less than a full calendar year. In the event this Agreement is terminated or its term expires without renewal, the Advisory Fee will be calculated and due and payable after the calculation of NAV on the Termination Date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component will be prorated based on the number of days elapsed during and Annual Total Return achieved for the period of such partial calendar year. (f) In the event the Company commences a liquidation of its Investments during any calendar year, the Company will pay the Advisor the fixed component of the Advisory Fee from the proceeds of the liquidation and the performance component of the Advisory Fee will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders.