Common use of Company Expenses Clause in Contracts

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility eligibility-for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and bona fide due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 2810 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay shall bear and be responsible for all costs and expenses incident of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee to the OfferingXxxxxxx Xxxxx, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedlegal and professional fees, including expensesinterest, fees and taxes in connection withother expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (ai) the registration feeCompany’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the preparation and filing of Investment Manager or payable to third parties related to the Registration Statement Company’s Investments, including, among others, professional fees (including without limitation financial statementsthe fees and expenses of consultants and experts) and fees and expenses relating to, exhibitsor associated with, schedules acquiring, holding, evaluating, monitoring, researching, performing due diligence on and consents), the Prospectus, disposing of Investments and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)prospective Investments; (biii) the preparationinterest, issuance fees and delivery of certificatesother expenses payable on Financings, if any, for incurred by the Offered SharesCompany; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, including any stock auditing, accounting or other transfer tax preparation fees and expenses; (viii) taxes or duties payable upon the sale of the Offered Sharesgovernmental fees; (cix) all the fees and expenses of the Company’s legal counseladministrator, independent public transfer agent or certified public accountants and other advisorssub-transfer agent; (dx) the qualification cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Offered Shares for offering Units; (xi) the expenses of, and sale under state laws in the statesfees for, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility registering or qualifying Common Units for sale under state law as aforesaid and of maintaining the printing and furnishing of copies of blue sky surveysCompany’s registration; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fxii) the fees and expenses of any transfer agent the Independent Managers; (xiii) the fees, expenses or registrar for disbursements of custodians of the Offered Shares and miscellaneous Company’s assets (including (X) expenses referred to incurred in the Registration Statement; performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (gY) all costs and expenses incident to charges for equipment or services used in communicating information regarding the travel Company’s transactions among the Investment Manager and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated custodian or other agent engaged by the Advisor and acting on behalf of the Company), in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors or with respect to the offering of the Offered Sharesany escrow account; and (hxiv) the performance cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s other obligations hereunder. Notwithstanding the foregoing, rights against any Person and indemnification or contribution expenses payable by the Company shall to any Person and other extraordinary expenses not directly pay, or reimburse incurred in the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate ordinary course of the Company’s “organization business; (xix) any other administrative expenses or fees incurred by the Company; and offering expenses” as defined (xx) any extraordinary expenses incurred by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesCompany.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the qualification of the Offered Shares for offering offer and sale under state the securities laws of the several states of the United States or other jurisdictions as the Representative may request and the preparation, printing, producing and distribution of a Blue Sky or legal investment memorandum, including but not limited to, filing fees, fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the statesBlue Sky or legal investment memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all costs and expenses and application fees related to the registration of the shares of the Company under the Exchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Nasdaq, (ix) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s representative, and the cost of any aircraft chartered in connection with the Road Show, (x) the costs and charges of the transfer agent or and the registrar for the Offered Shares share of the Company, (xi) all application fees, and miscellaneous fees, disbursements and expenses referred to of counsel for the Underwriters incurred in connection with any filing with, and clearance of the Registration Statementoffering by FINRA; (gxii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiii) all costs and other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s its other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in under this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesAgreement.

Company Expenses. Subject to the limitations described below, the The Company agrees to will be responsible for and will pay all costs and expenses incident relating to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedincluding, including expenseswithout limitation, fees and taxes in connection with: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Sharesall FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public equity or certified public accountants and other advisorsequity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering Securities under the “blue sky” securities laws of such states and sale under state laws in the statesother jurisdictions as Aegis may reasonably designate (including, including the Qualified Jurisdictionswithout limitation, that the Company shall designate as appropriate all filing and registration fees, and the determination reasonable fees and disbursements of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of Company’s “blue sky surveyssky” counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as Aegis may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Aegis; and (h) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hi) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs $100,000 for fees and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Companyincluding “road show”, diligence, and reasonable legal fees and disbursements for Aegis’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharescounsel.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 2810 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public or certified public accountants and other advisorsSecurities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) fees and expenses of the transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gk) all costs the “road show” expenses; (l) the fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives; (m) the fees and expenses of the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable to the Underwriter pursuant to (c), (k) and (m) shall not directly payto exceed $100,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Units by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company determines; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including Securities as the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Underwriter may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement letter between the Company and the Underwriter; (i) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the shares of Class A Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriter shall not to exceed $100,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Selected Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the personnel of Xxxxx Asset Management Corp., advisor to the Company (the “Advisor’s personnel”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 3(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipmentshipping); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Company or the Company’s business manager, Inland Residential Business Manager & Advisor, Inc. (the “Business Manager”), acting on behalf of the Company, Company in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the fees and expenses set forth in Section 4(h)(i)-(viii), collectively referred to herein as “Issuer Costs,” paid by the Company shall not exceed two percent (2.0%) of the gross proceeds of the Offering. Further, the Company shall not directly pay, or reimburse the Advisor Dealer Manager for, the costs and expenses described in this Section 3.1 4(h) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (2310, including the Company expenses paid or reimbursed pursuant to this Section 3.14(h), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 4(a) and due diligence expenses described in Section 3.3) 4(g), to exceed 15.0% fifteen percent (15%) of the gross proceeds from the sale of the Primary SharesOffering.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, Sub-Advisor in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor or Sub-Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay shall bear and be responsible for all costs and expenses incident of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Management Fee and the Incentive Fee to the OfferingInvestment Adviser, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedlegal and professional fees, including expensesinterest, fees and taxes in connection withother expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (ai) the registration feeCompany’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the preparation and filing of Investment Adviser or payable to third parties related to the Registration Statement Company’s Investments, including, among others, professional fees (including without limitation financial statementsthe fees and expenses of consultants and experts) and fees and expenses from evaluating, exhibitsmonitoring, schedules researching and consents), the Prospectus, performing due diligence on Investments and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)prospective Investments; (biii) the preparationinterest, issuance fees and delivery of certificatesother expenses payable on Financings, if any, for incurred by the Offered SharesCompany; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, including any stock auditing or other transfer accounting expenses; (viii) taxes or duties payable upon the sale of the Offered Sharesgovernmental fees; (cix) all the fees and expenses of the Company’s legal counseladministrator, independent public transfer agent or certified public accountants and other advisorssub-transfer agent; (dx) the qualification cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Offered Shares Units; (xi) the expenses of, and fees for, registering or qualifying Common Units for offering sale, maintaining the Company’s registration and sale under state laws in the states, including the Qualified Jurisdictions, that qualifying and registering the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysa broker or a dealer; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fxii) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementIndependent Directors; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hxiii) the performance fees or disbursements of custodians of the Company’s assets, including expenses incurred in the performance of any obligations enumerated by this Agreement or other obligations hereunder. Notwithstanding organizational documents of the foregoingCompany insofar as they govern agreements with any such custodian; (xiv) the cost of preparing and distributing reports, proxy statements and notices to holders of equity interests in the Company, the Company shall not directly paySEC and other regulatory authorities; (xv) insurance premiums; (xvi) costs of holding meetings of Members; and (xvii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate enforcement of the Company’s “organization rights against any person and offering expenses” as defined indemnification or contribution expenses payable by FINRA Rule 2310 (including the Company to any person and other extraordinary expenses paid or reimbursed pursuant not incurred in the ordinary course of the Company’s business. Company expenses borne by the Company in the ordinary course on an annual basis (excluding the Management Fee, the Incentive Fee, organizational and start-up expenses, and expenses related to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 Financings and due diligence expenses described in Section 3.3other leverage) shall not exceed an amount equal to exceed 15.00.5% of the gross proceeds from aggregate amount of Commitments to the sale Company by Common Unitholders, provided, however that expenses incurred outside of the Primary Sharesordinary course, including litigation and similar expenses, are not subject to such a cap.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counselSecurities on the Exchange (to the extent relevant)(e) all fees, independent public expenses and disbursements relating to the registration or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (ef) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the Offered Shares underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (including the reasonable legal j) fees and filing fees and other disbursements expenses of counsel relating thereto)the transfer agent for the Ordinary Shares; (fk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable pursuant to (d) and (m) to the Underwriter shall not directly payto exceed $100,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof thereof, and of all sales material, to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) the Dealer Manager’s filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent, escrow agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder; and (i) only to the extent approved in advance by the Company, any additional expenses, other than as set forth above, of agents of the Company, other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesShares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the each Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) FINRA filing for review by FINRA of all necessary documents and information relating fees related to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Offering; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 with respect to any Offering if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) with respect to such Offering to exceed 15.0% of the gross proceeds from the sale of the Primary SharesShares in such Offering.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the OfferingOffering up to 1.5% of gross Offering proceeds, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including including, without limitation, expenses, fees and taxes in connection with: (a) the SEC, FINRA and state registration feefees, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of the blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares memorandum (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fe) the fees and expenses of any escrow agent, transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hg) the performance of the Company’s other obligations hereunder. Notwithstanding ; and (h) all of the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate agents of the Company’s , other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. For purposes of this Agreement, these expenses are deemed to be “organization Issuer Organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesOffering Expenses.”

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) (i) the applicable SEC registration fee, (ii) the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), ) and the Prospectus, and any amendments or supplements thereto, and (iii) the printing and furnishing of copies of each thereof the Registration Statement, Prospectus and all Authorized Sales Material to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate Jurisdictions and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hf) the performance of the Company’s other obligations hereunder; and (g) only to the extent approved in advance by the Company, any additional expenses, other than as set forth above, of agents of the Company, other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including (i) the Company expenses paid or reimbursed pursuant to this Section 3.13.1 (to the extent paid from Offering proceeds), (ii) all items of underwriting compensation (as defined by applicable FINRA Rules (as defined herein)) paid from any source in connection with this Offering, including reimbursed Dealer Manager expenses as described in Section 3.2 and the compensation payable pursuant to Section 5.2, and (iii) all bona fide due diligence expenses as described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesOffered Shares as of the end of the applicable time period prescribed by applicable FINRA Rules.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including including, without limitation, expenses, fees and taxes in connection with: (a) the SEC, FINRA and state registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares surveys (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fe) the fees and expenses of any escrow agent, transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hg) the performance of the Company’s other obligations hereunder; and (h) all of the expenses of agents of the Company, other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. For purposes of this Agreement, these expenses are deemed to be “Issuer Organization and Offering Expenses.” Notwithstanding the foregoing, the Company shall not directly paybe liable for Issuer Organization and Offering Expenses, or reimburse to the Advisor forextent that Issuer Organization and Offering Expenses, the costs together with all prior Issuer Organization and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1Offering Expenses, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.01.0% of the aggregate gross proceeds from the sale of the Primary Offered Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (e) all fees, expenses and disbursements relating to the registration or qualification of the Securities as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating theretowhich will be Underwriter’s counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (j) fees and expenses of the transfer agent for the Common stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; and (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunderaccountants. Notwithstanding The Underwriter may deduct from the foregoingnet proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject The Company shall bear and be charged with all expenses of the Company and its Subsidiaries (through its investment in such Subsidiaries) other than expenses that are expressly borne by the Manager pursuant to Section 13 (Expenses of the limitations described belowManager) including, without limitation, the Company agrees to pay all following costs and expenses incident of the Company (including, in each case, any related VAT): (a) all administrative and operating expenses incurred on its behalf, including interest and financing expenses, expenses of custodians, administrators, accountants, auditors and outside counsel, the cost of the preparation of financial statements, reports to Shareholders, the annual audit, financial and tax returns and tax reports required for the Company and the Shareholders, extraordinary items such as litigation and indemnification expenses, and any taxes, fees or other government charges levied against the Company; (b) independent valuation expenses (if applicable); (c) expenses incurred in providing any reporting to Shareholders or regulatory reporting, printing and mailing costs; (d) third party research costs and expenses; (e) administrative expenses (including any fee payable to an administrator, if appointed by the Company), government fees and taxes (if any); (f) expenses incurred in connection with any meeting of the Shareholders, including, without limitation, travel, meal and lodging expenses and ancillary activities related thereto; (g) fees and expenses related to regulatory compliance burdens of the Company or any Subsidiary or any investment of any Subsidiary, including compliance with FATCA; (h) any registration or filing fees relating to the OfferingCompany or any Subsidiary; (i) all out-of-pocket costs and expenses, if any, incurred in analyzing, conducting due diligence, holding, developing, negotiating, structuring, acquiring and disposing of investments and prospective investments, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedultimately made, including expensesand disposing of actual investments, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statementsany financing, exhibitslegal, schedules accounting, advisory and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof consulting expenses in connection therewith (to the Dealer extent the Manager and to Participating Dealers is not otherwise reimbursed by another party or the costs are not capitalized as part of the acquisition price of the transaction); (j) expenses (including costs of mailing and shipment); (btravel expenses) the preparationincurred in connection with investigating investment opportunities, issuance and delivery of certificates, if any, developing business opportunities for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale Subsidiaries of the Offered Shares; Company and monitoring their investments (cincluding attending medical and industry conferences); (k) all interest on and fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA arising out of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent borrowings made by or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations including, but not limited to, the arranging thereof; (l) costs of any litigation, Directors & Officers liability or other insurance and presentations to Participating Dealers and other broker-dealers and financial advisors with respect indemnification or extraordinary expense or liability relating to the offering of the Offered Shares; and (h) the performance affairs of the Company’s ; (m) expenses of liquidating the Company; (n) any taxes, fees or other obligations hereunder. Notwithstanding the foregoing, governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company; (o) any expenses in connection with the Board of Directors; (p) contributions to charities, research hospitals and academic institutions reasonably related to the life sciences industry and the cost of sponsoring life science industry conferences and marketing events in each case, to strengthen the “Royalty Pharma” brand and relationships in the life sciences community; provided that the expenses set forth in this clause shall not directly payexceed 0.25% of annual Cash Receipts during any fiscal year (measured as of the end of such fiscal year); (q) legal and accounting fees and expenses and other expenses incurred by the Company in connection with the preparation for, or and conduct and closing of any offering of additional shares in the Company; (r) the Company’s pro rata share of the expenses incurred in the formation of any Subsidiary; and (s) any costs and expenses incurred in connection with the contemplation of, formation of, listing and ongoing operation of the Company, including any third-party expenses of managing the Company, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations, and insurance expenses relating to the affairs of the Company. The Company shall promptly reimburse the Advisor forManager or any of its Affiliates, as the case may be, to the extent that any of the costs and expenses described set forth in this Section 3.1 if the payment or reimbursement of 14 are paid by such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharesentities.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal 's counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the qualification preparation, printing or reproduction, and filing with the Commission of the Offered Shares Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for offering packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (vii) all costs and expenses and application fees related to the registration of the shares of the Company under state laws in the statesExchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Nasdaq, (viii) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s representatives, and the cost of any aircraft chartered in connection with the Road Show, (ix) the costs and charges of the transfer agent or and the registrar for the Offered Shares share of the Company, (x) all application fees, and miscellaneous fees, disbursements and expenses referred (up to US$40,000) of counsel for the Underwriters incurred in connection with any filing with, and clearance of the Registration Statementoffering by FINRA; (gxi) all costs reasonable fees and expenses incurred by the Underwriters, including the fees, expenses and disbursements of counsel for the Underwriters and any stamp duties, similar taxes, duties or other taxes, (xii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiii) all other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s its other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in under this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesAgreement.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof thereof, and of all sales material, to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of the blue sky surveysmemorandum; (e) the Dealer Manager’s filing for review by FINRA and any other applicable federal, state or other regulatory authority of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder; and (i) only to the extent approved in advance by the Company, any additional expenses, other than as set forth above, of agents of the Company, other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesOffered Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be the Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s listing on an exchange; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Underwriter; (h) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hi) the performance “road show” expenses and the reasonable fees and expenses of the Company’s legal counsel and other obligations hereunderagents and Underwriter and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to this Section 6(a) to the foregoingUnderwriter shall not to exceed $100,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company agrees to will be responsible for and will pay all costs and expenses incident relating to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedincluding, including expenseswithout limitation, fees and taxes in connection with: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Sharesall FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public equity or certified public accountants and other advisorsequity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering Securities under the “blue sky” securities laws of such states and sale under state laws in the statesother jurisdictions as Aegis may reasonably designate (including, including the Qualified Jurisdictionswithout limitation, that the Company shall designate as appropriate all filing and registration fees, and the determination reasonable fees and disbursements of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of Company’s “blue sky surveyssky” counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as Aegis may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Aegis; and (h) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hi) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs $90,000 for fees and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Companyincluding “road show”, diligence, and reasonable legal fees and disbursements for Aegis’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharescounsel.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation and delivery of the Shares (including expensesall printing and engraving costs), fees (ii) all necessary issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the issuance, sale, preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees and expenses of the Company’s legal counsel (including local and special counsel), independent public or certified public accountants and other advisors; , (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (giv) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Representatives for use in connection with the offering and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the Shares for offer and sale under the securities laws of the several states of the United States or other jurisdictions as the Representatives may request and the preparation, printing and distribution of a Blue Sky memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all expenses and application fees related to the registration of the Ordinary Share under the Exchange Act and the listing of the Ordinary Share, including the Shares, on Nasdaq, (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and agreed that except that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” (x) the costs and charges of the transfer agent and the registrar for the Ordinary Share, (xi) all application fees and fees and expenses of counsel for the Underwriters incurred in connection with any filing with, and clearance of the offering by, FINRA; (xii) all reasonable fees and expenses incurred by the Underwriters, including the fees and disbursements of counsel for the Underwriters and any stamp duties, similar taxes, duties or other taxes, and (xiv) all other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s its other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in under this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesAgreement.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration feefees, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for eligibility‑for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and bona fide due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered SharesOffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including Securities as the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Underwriter may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm in connection with the Offering; (i) the costs of preparing, printing and delivering certificates representing the Firm Shares and the Option Shares, as applicable; (j) fees and expenses of the transfer agent for the Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and Underwriter and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriter shall not to exceed $100,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject The Company and the Managed Subsidiaries agree, jointly and severally, to indemnify and reimburse the Manager for, or pay on demand, all Costs incurred in relation to the limitations described belowproper performance of its powers and duties under this Agreement or in relation to the administration or management of the Company. All Costs incurred by the Manager to be reimbursed hereunder shall be included in the annual budget for the Company to be approved by the Company’s Board of Directors and shall be subject to review and approval by the Audit Committee of the Board of Directors of the Company. This includes, but is not limited to, Costs incurred by the Manager with respect to: (a) the performance by the Manager of its obligations under this Agreement; (b) all fees required to be paid to the Securities and Exchange Commission; (c) the acquisition, disposition, insurance, custody and any other transaction in connection with assets of the Company or any Managed Subsidiary, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (d) any proposed acquisition, disposition or other transaction in connection with an investment, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (e) the administration or management of the Company, the Managed Subsidiaries and the Business, including travel and accommodation expenses and all expenses of the relevant Boards of Directors and committees thereof, including Director compensation and out of pocket reimbursement. The Manager appointed member of the Company’s Board of Directors shall only receive out of pocket reimbursement for Board participation; (f) financing arrangements on behalf of the Company agrees to pay all or any Managed Subsidiary or guarantees in connection with the Company or any Managed Subsidiary, including hedging Costs; (g) stock exchange listing fees; (h) underwriting of any offer and sale of Company Common Units, including underwriting fees, handling fees, costs and expenses incident expenses, amounts payable under indemnification or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by the Manager of its obligations, representations or warranties (if any) under any such underwriting agreement; (i) convening and holding meetings of holders of Company Common Units, members or shareholders, as the case may be, the implementation of any resolutions and communications with holders of Company Common Units or members or shareholders, as the case may be, and attending any meetings of holders of Company Common Units, shareholders, members, Boards of Directors or committees of the Company or the Managed Subsidiaries; (j) Taxes incurred by the Manager on behalf of the Company or any Subsidiary (including any amount charged by a supplier of goods or services or both to the OfferingManager by way of or as a reimbursement for value added taxes) and financial institution fees; (k) the engagement of agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) whether or not the transactions contemplated hereunder agents, valuers, contractors or advisers are consummated or associates of the Manager; (l) engagement of accountants for the preparation and/or audit of financial information, financial statements and tax returns of the Company and the Managed Subsidiaries; (m) termination of this Agreement is terminatedand the retirement or removal of the Manager and the appointment of a replacement; (n) any court proceedings, arbitration or other dispute concerning the Company or any of the Managed Subsidiaries, including expensesproceedings against the Manager, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof except to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, extent that the Company shall designate as appropriate and the determination Manager is found by a court to have acted with gross negligence, willful misconduct, bad faith or reckless disregard of their eligibility for sale its duties in carrying out its obligations under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent this Agreement, or registrar for the Offered Shares and miscellaneous expenses referred to engaged in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companyfraudulent or dishonest acts, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company which case any expenses paid or reimbursed pursuant to under this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.39.1(n) to exceed 15.0% must be repaid; (o) advertising Costs of the gross proceeds from the sale Company or any of the Primary SharesManaged Subsidiaries generally; (p) any Costs related to promoting the Company, including Costs associated with investor relations activities; and (q) complying with any other applicable law or regulation.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal 's counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the qualification of the Offered Shares for offering offer and sale under state the securities laws of the several states of the United States or other jurisdictions as the Representative may request and the preparation, printing, producing and distribution of a Blue Sky or legal investment memorandum, including but not limited to, filing fees, fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the statesBlue Sky or legal investment memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all costs and expenses and application fees related to the registration of the shares of the Company under the Exchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Nasdaq, (ix) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s representatives, and the cost of any aircraft chartered in connection with the Road Show, (x) the costs and charges of the transfer agent or and the registrar for the Offered Shares share of the Company, (xi) all application fees, and miscellaneous fees, disbursements and expenses referred to incurred in connection with any filing with, and clearance of the Registration Statementoffering by FINRA; (gxii) all costs reasonable fees and expenses incurred by the Underwriters, including the fees, expenses and disbursements of counsel for the Underwriters and any stamp duties, similar taxes, duties or other taxes, (xiii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiv) all other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Companyits other obligations under this Agreement; provided, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect however, to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, extent such expenses constitute reimbursement by the Company shall not directly payto the Representative, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to such amount shall not exceed 15.0% of the gross proceeds from the sale of the Primary Shares$240,000.

Company Expenses. Subject to the limitations described belowExcept as provided in Section 9 hereof, the Company agrees to pay all costs and expenses incident to the Offering, whether Company's performance of or not the transactions contemplated hereunder are consummated or compliance with this Agreement is terminatedwill be borne by the Company, regardless of whether a Registration Statement becomes effective, including expenses, fees and taxes in connection withwithout limitation: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ci) all fees fees, disbursements and expenses of the Company’s legal counsel, independent public or certified public 's counsel and accountants and all other advisors; expenses in connection with the registration, printing and filing of a Registration Statement and the related Prospectus and any amendments and supplements thereto and the mailing and delivery of copies thereof and of any final Prospectus to the Managing Underwriters, Holders, and any underwriters involved in the offering, (dii) all registration and filing fees of the Commission, (iii) all printing and delivery (including, without limitation, postage, air freight charges and charges for counting and packaging) of copies of such Registration Statement, Prospectus, and each final Prospectus, Blue Sky memoranda, any agreements among underwriters, any selected dealer agreements, any ancillary agreements and documents, and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering related to such Registration Statement, (iv) all expenses incurred in connection with the qualification of the Offered Shares for offering and sale under state securities laws in the statesor Blue Sky laws, including the Qualified Jurisdictionsreasonable fees of the counsel for the Managing Underwriters not to exceed $5,000, Holders, and any underwriters involved in the offering in connection therewith not to exceed $5,000, (v) all listing, designation and other filing fees in connection with listing the Registrable Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof, (vi) all filing fees incident to securing a review of the terms of the sale of the Registrable Securities by the association or organization that supervises, oversees or regulates such exchange or system, (vii) all costs of preparing certificates for the securities, including the Registrable Securities, offered in such offering, (viii) all costs and charges of any transfer agent, warrant agent or registrar, (ix) all costs of the tax stamps, if any, in connection with the issuance and delivery of the Registrable Securities, (x) if the Company elects to make the offering related to such Registration Statement an underwritten offering, all out-of-pocket expenses in connection with "road shows" in connection with any underwritten offering, and (xi) if the Company elects to make the offering related to such Registration Statement an underwritten offering, all out-of-pocket other out-of-pocket costs and expenses incurred in the performance of the obligations of the Company hereunder that are not otherwise specifically provided for in this paragraph; provided, however, that if any Managing Underwriter makes an additional demand registration pursuant to Section 2(e), such Managing Underwriter shall bear the out-of-pocket expenses noted in this paragraph incurred in connection with such registration. The Company shall designate as appropriate will bear internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the determination expenses of their eligibility for sale under state law as aforesaid any annual audit and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnelPerson, and the personnel of any sub-advisor designated including special experts, retained by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public or certified public accountants and other advisorsSecurities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering Securities under the “blue sky” securities laws of such states and sale under state laws other jurisdictions as the Underwriter may reasonably designate unless such filings are not required in connection with the states, including Company’s listing of the Qualified Jurisdictions, that Common Stock on the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysExchange; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) fees and expenses of the transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gk) all costs the “road show” expenses; (l) the fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives; (m) the fees and expenses of the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable to the Underwriter pursuant to this Section 6 shall not directly payto exceed $125,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowExcept as provided in Section 4.2, the Company agrees to pay all costs fees and expenses incident to the Offering, whether Company's performance of or not the transactions contemplated hereunder are consummated or compliance with this Agreement is terminatedshall be borne by the Company, including expensesincluding, without limitation, the following fees and taxes in connection withexpenses: (a) the all Applicable Securities Authority, self-regulatory organization, stock exchange and other registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules fees and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)listing fees; (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public 's compliance with securities or certified public accountants "Blue Sky" laws (including reasonable fees and other advisorsdisbursements of counsel in connection with "Blue Sky" qualifications of the Registrable Securities); (c) printing expenses; (d) all underwriting discounts and commissions not attributable to the qualification sale of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysRegistrable Securities; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)for the Company and of one firm of counsel for the selling Holders, collectively, in each relevant jurisdiction; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statementindependent certified public accountants; (g) all costs the fees and expenses incident to the travel of underwriters and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated other persons retained by the Advisor Company in connection with a registration; (h) fees of transfer agents and acting on behalf of the Companyregistrars; and (i) messenger and delivery expenses; provided, however, in making road show presentations connection with Demand Registration pursuant to Section 2.1, the Company shall pay such fees and presentations to Participating Dealers and other broker-dealers and financial advisors expenses only with respect to the offering first three (3) times such right is exercised (but provided that any registration at the Company's expense begun pursuant to Section 2.1 that is subsequently withdrawn at the request of the Offered Shares; and (h) the performance Holders of a majority of the Registrable Securities that are the subject of a Qualifying Request shall not count toward the three (3) Demand Registrations at the Company’s other obligations hereunder's expense if the Holders that delivered or joined in the Qualifying Request reimburse the Company for all out-of-pocket expenses incurred by the Company in connection with such withdrawn registration). Notwithstanding the foregoingIn addition, the Company shall not directly paypay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or reimburse the Advisor foraccounting duties), the costs and expenses described in this Section 3.1 if expense of any annual audit or quarterly review, the payment or reimbursement expense of such expenses would cause the aggregate of any liability insurance obtained by the Company’s “organization , and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid and fees for listing or reimbursed pursuant authorizing for quotation the securities to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharesbe registered on each securities exchange on which any Registrable Securities are then listed or quoted.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Selected Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the personnel of Xxxxx Lodging Advisors, LLC, advisor to the Company (the “Advisor’s personnel”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 3(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of Shares offered in the Primary SharesOffering.

Company Expenses. Subject to The Company acknowledges and agrees that the limitations described below, the Company agrees to pay all Dealer Manager will not be responsible for (a) costs and expenses incident related to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing of the Registration Statement and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipment); , (b) costs and expenses related to the preparation, issuance and delivery of certificates, if any, for the Offered SharesPreferred Stock, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; Preferred Stock, (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; , (d) the qualification determination of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their Preferred Stock’ eligibility for sale or an exemption under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; surveys if any, (e) the filing fees in connection with filing for review by FINRA FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); Preferred Stock, (f) the fees and expenses of any transfer agent or registrar for the Offered Shares Preferred Stock and miscellaneous expenses referred to in the Registration Statement; , (g) all the costs of establishing servicing arrangements for new shareholder accounts, (h) costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Dealer Manager acting on behalf of the Company, Company in making road show presentations and presentations, presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; Preferred Stock, and other accountable out-of-pocket expenses including those set forth in the Plan of Distribution section of the Prospectus as long as such costs and expenses are reasonable and documented and agreed to by the Company in advance of incurring such costs and expenses, and (hi) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in make any payments pursuant to this Section 3.1 if 3 to the payment or reimbursement of extent such expenses payments would cause result in the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesPreferred Stock.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including Securities as the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriters may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement letter between the Company and the Representative; (i) the costs of preparing, printing and delivering certificates representing the Firm Shares and the Option Shares, as applicable; (j) fees and expenses of the transfer agent for the Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriters’ counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriters shall not to exceed $100,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Company Underwriters shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Selected Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the personnel of Xxxxx Lodging Advisors, LLC, advisor to the Company (the “Advisor’s personnel”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 3(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid, in such proportions as they may agree among themselves, all costs and expenses incident to the performance of their respective obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation and delivery of the Shares (including expensesall printing and engraving costs), fees (ii) all necessary issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the issuance, sale, preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificatesthe Shares to the Underwriter, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees and expenses of the Company’s legal counsel (including local and special counsel), independent public or certified public accountants and other advisors; , (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (giv) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriter for use in connection with the offering and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the Shares for offer and sale under the securities laws of the several states of the United States or other jurisdictions as the Underwriter may request and the preparation, printing and distribution of a Blue Sky memorandum (including the reasonable related fees and expenses of counsel for the Underwriter in an amount not to exceed $225,000), (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all expenses and application fees related to the registration of the Ordinary Shares under the Exchange Act and the listing of the Ordinary Shares, including the Shares, on the Exchange, (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and agreed that except as provided in this Section 7(a) and Section 9 hereof, the Underwriter will pay all of the travel, lodging and other expenses of the Underwriter or any of its employees incurred in connection with the “road show,” (x) the costs and charges of the transfer agent and the registrar for the Ordinary Shares, (xi) all application fees and fees and expenses of counsel for the Underwriter incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriter); (xii) all fees and expenses incurred by the Underwriter, including the fees and disbursements of counsel for the Underwriter and any stamp duties, similar taxes, duties or other taxes and (xiii) all other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s their respective other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in under this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesAgreement.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Offered Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery review of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale offering of the Offered SharesSecurities by FINRA; (c) all fees and expenses relating to the listing of the Offered Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisorsdirectors; (de) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (ef) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement letter between the Company and the Underwriter; (i) the costs of preparing, printing and delivering certificates representing the Offered Shares Securities; (including the reasonable legal j) fees and filing fees and other disbursements expenses of counsel relating thereto)the transfer agent for the shares of Common Stock; (fk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs and the “road show” expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor reasonable fees, expenses and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance disbursements of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriter shall not to exceed $37,500. The Underwriter may deduct from the net proceeds of the offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesOffered Securities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Offered Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery review of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale offering of the Offered SharesSecurities by FINRA; (c) all fees and expenses relating to the listing of the Offered Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisorsdirectors; (de) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (ef) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement letter between the Company and the Underwriter; (i) the costs of preparing, printing and delivering certificates representing the Offered Shares Securities; (including the reasonable legal j) fees and filing fees and other disbursements expenses of counsel relating thereto)the transfer agent for the shares of Common Stock; (fk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs and the “road show” expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor reasonable fees, expenses and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance disbursements of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriter shall not to exceed $100,000. The Underwriter may deduct from the net proceeds of the offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesOffered Securities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Shares with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Shares; (h) fees and expenses of the transfer agent for the Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of Shares from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company pursuant to (k) to the Underwriter shall not exceed $75,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including including, without limitation, expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Distributor, Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock share or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification or exemption of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysaforesaid; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any escrow agent, transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hg) the performance of the Company’s other obligations hereunder; and (h) all of the expenses of agents of the Company, other than the Dealer Manager, incurred in connection with performing wholesaling and advertising services for the Company. Notwithstanding The Dealer Manager may, in its reasonable discretion, from time to time, pay the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and reasonable expenses described in this Section 3.1 if (other than expenses payable by the payment Dealer Manager under Sections 3.1 or reimbursement of such expenses would cause the aggregate 3.2, below) on behalf of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company . Any reasonable expenses paid or reimbursed by Dealer Manager pursuant to this Section 3.1, all items of underwriting compensation including 3.1 will be reimbursed to the Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3by the Company within thirty (30) to exceed 15.0% days of the gross proceeds from Dealer Manager’s presentation of a detailed and itemized invoice or other documentation as the sale Company reasonably deems acceptable, for such expenses of the Primary SharesCompany.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered SharesUnits, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; Units; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their the Units’ eligibility for sale or an exemption under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; surveys if any; (ev) the filing fees in connection with filing for review by FINRA FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares Units; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares Units and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, Company officers and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companydirectors, in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered SharesUnits ; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipmentshipping); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Company or its business manager acting on behalf of the Company, Company in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the fees and expenses set forth in Section 4(f)(i)-(viii), collectively referred to herein as “Issuer Costs,” the amount of Issuer Costs paid by the Company shall not exceed two percent (2.0%) of the gross proceeds of the Offering. Further, the Company shall not directly pay, or reimburse the Advisor Dealer Manager for, the costs and expenses described in this Section 3.1 4(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (2310, including the Company expenses paid or reimbursed pursuant to this Section 3.14(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 4(a) and due diligence expenses described in Section 3.3) 4(e), to exceed 15.0% fifteen percent (15%) of the gross proceeds from the sale of the Primary SharesOffering.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Shares with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including under the reasonable legal fees and filing fees “blue sky” securities laws of such states and other disbursements of counsel relating thereto)jurisdictions as the Underwriter may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate unless such filings are not required in connection with the Company’s proposed listing on the Exchange; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm in connection with the Offering; (i) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunderaccountants; (m) $100,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for the Underwriter’s counsel. Notwithstanding The Underwriter may deduct from the foregoingnet proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the qualification of the Offered Shares for offering offer and sale under state the securities laws of the several states of the United States or other jurisdictions as the Representative may request and the preparation, printing, producing and distribution of a Blue Sky or legal investment memorandum, including but not limited to, filing fees, fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the statesBlue Sky or legal investment memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all costs and expenses and application fees related to the registration of the shares of the Company under the Exchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Nasdaq, (ix) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s representative, and the cost of any aircraft chartered in connection with the Road Show, (x) the costs and charges of the transfer agent or and the registrar for the Offered Shares share of the Company, (xi) all application fees, and miscellaneous fees, disbursements and expenses referred to of counsel for the Underwriters incurred in connection with any filing with, and clearance of the Registration Statementoffering by FXXXX; (gxii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiii) all costs and other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Companyits other obligations under this Agreement; provided, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect however, to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, extent such expenses constitute reimbursement by the Company shall not directly payto the Representative, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to such amount shall not exceed 15.0% of the gross proceeds from the sale of the Primary Shares$250,000.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Units with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Units by FINRA; (c) all fees and expenses relating to the listing of the Shares and the tradable Class C Warrants and the tradable Class D Warrants on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Units under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Shares; (h) fees and expenses of the transfer agent for the Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company to the Underwriter pursuant to (k) shall not exceed $170,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesUnits and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public or certified public accountants and other advisorsSecurities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) fees and expenses of the transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gj) all costs the “road show” expenses, (k) the fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives, and (l) the fees and expenses of the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable to the Underwriter pursuant to (j) and (l) shall not directly payexceed $100,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Units with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Units by FINRA; (c) all fees and expenses relating to the listing of the Shares and the Series A tradable Warrants and the Series B tradable Warrants on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Units under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Shares; (h) fees and expenses of the transfer agent for the Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company pursuant to (k) to the Underwriter shall not exceed $100,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesUnits and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder hereby are consummated or this Agreement is terminated, including expensesthe Company shall pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, fees and taxes in connection withincluding, without limitation: (a) the registration feereasonable and documented costs incident to the authorization, the issuance, sale, preparation and filing delivery of the Registration Statement (including without limitation financial statements, exhibits, schedules Stock and consents), the Prospectus, Underwriter’s Warrant and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)taxes payable in that connection; (b) the reasonable and documented costs incident to the registration of the Stock under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, issuance printing and delivery distribution of certificatesthe Registration Statement, if anyany Preliminary Prospectus, for any Issuer Free Writing Prospectus, the Offered SharesGeneral Disclosure Package, including the Prospectus, any stock or other transfer taxes or duties payable upon amendments, supplements and exhibits thereto; (d) the reasonable and documented fees and expenses incurred in connection with securing any required review by FINRA of the terms of the sale of the Offered SharesStock and any filings made with FINRA; (ce) any applicable listing or other fees of the Exchange; (f) the reasonable and documented fees and expenses, not to exceed $5,000, of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 4(i)(k) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the reasonable and documented cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants registrar and other advisorstransfer agent of the Stock; (di) the qualification reasonable and documented costs and expenses of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to investor presentations on any “road show” undertaken in connection with the Offering marketing of the offering of the Stock, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, fees and expenses of any transfer agent or registrar for consultants engaged in connection with the Offered Shares and miscellaneous expenses referred to in road show presentations with the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf prior approval of the Company, in making travel and lodging expenses of the officers of the Company and such consultants; and (j) $100,000 for reasonable and documented fees and expenses including “road show presentations show”, diligence, and presentations to Participating Dealers reasonable and other broker-dealers documented legal fees and financial advisors with respect disbursements for Underwriter’s counsel; provided that, except to the extent otherwise provided in this Section 5 and in Section 9, the Underwriter shall pay its own costs and expenses, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering of the Offered Shares; and (h) Stock made by the performance of the Company’s other obligations hereunderUnderwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesStock and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal 's counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the qualification of the Offered Shares for offering offer and sale under state the securities laws of the several states of the United States or other jurisdictions as the Representative may request and the preparation, printing, producing and distribution of a Blue Sky or legal investment memorandum, including but not limited to, filing fees, fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the statesBlue Sky or legal investment memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all costs and expenses and application fees related to the registration of the shares of the Company under the Exchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Nasdaq, (ix) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s Representative, and the cost of any aircraft chartered in connection with the Road Show, (x) the costs and charges of the transfer agent or and the registrar for the Offered Shares share of the Company, (xi) all application fees, and miscellaneous fees, disbursements and expenses referred to incurred in connection with any filing with, and clearance of the Registration Statementoffering by FINRA; (gxii) all costs reasonable fees and expenses incurred by the Underwriters, including the fees, expenses and disbursements of counsel for the Underwriters and any stamp duties, similar taxes, duties or other taxes, (xiii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiv) all other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Companyits other obligations under this Agreement; provided, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect however, to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, extent such expenses constitute reimbursement by the Company shall not directly payto the Representatives, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to such amount shall not exceed 15.0% of the gross proceeds from the sale of the Primary Shares$120.944.87.

Company Expenses. Subject to the limitations described belowThe Company shall pay directly, the Company agrees to pay or reimburse GIPLP for all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counseloperations, independent public including, without limitation, the following costs and expenses: (a) all organization expenses advanced or certified public accountants otherwise paid by the Members; (b) all costs of personnel employed by the Company and other advisorsdirectly involved in the Company’s business, if any; (c) all compensation due to the Members or their Affiliates; (d) all costs of borrowed money, taxes and assessments on Property and other taxes applicable to the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees legal, accounting, audit, brokerage and other disbursements of counsel relating thereto)fees; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares paid to independent contractors, mortgage brokers, real estate brokers and miscellaneous expenses referred to in the Registration Statementother agents; (g) costs of leasing, acquiring, owning, developing, constructing, improving, operating, and disposing of Property; (h) expenses incurred in connection with the development, construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Company books and records, the preparation and dissemination of reports, tax returns or other information to the Members and the making of Distributions to the Members; (j) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies; (k) expenses of insurance as required in connection with the business of the Company; (l) costs incurred in connection with any litigation in which the Company may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (m) the actual costs of goods and materials used by or for the Company; (n) the costs of services that could be performed directly for the Company by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Members or their Affiliates, but not in excess of the amounts which the Company would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (o) expenses of Company administration, accounting, documentation and reporting; (p) expenses of revising, amending, modifying or terminating this Agreement; and (q) all other costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, incurred in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors connection with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunderbusiness, including travel to and from the Project that may be acquired by the Company. Notwithstanding the foregoingThe legal expenses (up to $5,000) of Brown Family Enterprises, LLC and GIPLP respectively in connection to this Agreement shall be an expense of the Company and shall not directly pay, or reimburse be reimbursable to the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharesrespective Member.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Shares with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including as the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Underwriter may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement letter between the Company and the Underwriter; (i) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriter shall not to exceed $50,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including Securities as the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Underwriter may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm in connection with the offering of the Public Securities; (i) the costs of preparing, printing and delivering certificates representing the Firm Shares and the Option Securities, as applicable; (j) fees and expenses of the transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and Underwriter and fees and expenses of the Underwriter’s counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriter shall not to exceed $125,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company agrees to will pay all costs and expenses incident to the Offeringperformance of its obligations under this Agreement, whether or not the transactions contemplated hereunder are consummated or this any Terms Agreement is terminatedand any Master Forward Confirmation, including expenses, fees and taxes in connection with: (ai) the registration feepreparation, filing, including any fees required by the preparation Commission, and filing printing of the Registration Statement (including without limitation financial statements, statements and exhibits, schedules and consents)) in such number as the Agents, the ProspectusForward Sellers and the Forward Purchasers shall deem reasonably necessary, and any amendments or supplements thereto, and (ii) the printing and furnishing of copies of each thereof delivery to the Dealer Manager Agents, the Forward Sellers and to Participating Dealers the Forward Purchasers of this Agreement, any Terms Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, (including costs of mailing and shipment); (biii) the preparation, issuance and delivery of the certificates, if any, for the Offered Shares, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale sale, issuance or delivery of the Offered Shares; , (civ) all the fees and expenses disbursements of the Company’s legal counsel, independent public or certified public accountants and other advisors; advisors to the Company, (dv) the qualification or exemption of the Offered Shares for offering and sale under state securities laws in accordance with the statesprovisions of Section 8(h) hereof, including the Qualified Jurisdictionsfiling fees (provided, however, that any fees and disbursements of counsel for the Company shall designate as appropriate Agents, the Forward Sellers and the determination of their eligibility for sale under state law as aforesaid and Forward Purchasers in connection therewith shall be paid by the Agents), (vi) the printing and furnishing delivery to the Agents, the Forward Sellers and the Forward Purchasers of copies of any permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such number as the Agents, the Forward Sellers and the Forward Purchasers shall deem necessary, (vii) the preparation, printing and delivery to the Agents, the Forward Sellers and the Forward Purchasers of copies of the blue sky surveys; (e) filing for review by FINRA of all necessary documents survey and information relating to any Canadian “wrapper” and any supplements thereto, in such number as the Offering Agents, the Forward Sellers and the Offered Shares Forward Purchasers shall deem necessary, (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fviii) the fees and expenses of any the transfer agent or and registrar for the Offered Shares, (ix) the costs of any depository arrangements for the Shares and miscellaneous expenses referred to in with The Depository Trust Company or any successor depository, (x) the Registration Statement; (g) all costs and expenses filing fees incident to the travel and accommodation any review by FINRA of the Advisor’s personnel, and the personnel terms of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares, and (xi) the fees and expenses incurred in connection with the listing of the Shares on the NYSE.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public or certified public accountants and other advisorsSecurities on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriters may reasonably designate; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriters may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriters may reasonably deem necessary; (g) fees and expenses of the transfer agent for the shares of Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gk) all costs the “road show” expenses; (l) the fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives; (m) the fees and expenses of counsel to the Underwriters. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable to the Underwriters pursuant to (c), (k) and (m) shall not directly payto exceed $200,000. The Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriters shall bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowThe Company shall pay directly, the Company agrees to pay or reimburse GIPLP for all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counseloperations, independent public including, without limitation, the following costs and expenses: (a) all organization expenses advanced or certified public accountants otherwise paid by the Members; (b) all costs of personnel employed by the Company and other advisorsdirectly involved in the Company’s business, if any; (c) all compensation due to the Members or their Affiliates; (d) all costs of borrowed money, taxes and assessments on Property and other taxes applicable to the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees legal, accounting, audit, brokerage and other disbursements of counsel relating thereto)fees; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares paid to independent contractors, mortgage brokers, real estate brokers and miscellaneous expenses referred to in the Registration Statementother agents; (g) costs of leasing, acquiring, owning, developing, constructing, improving, operating, and disposing of Property; (h) expenses incurred in connection with the development, construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Company books and records, the preparation and dissemination of reports, tax returns or other information to the Members and the making of Distributions to the Members; (j) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies; (k) expenses of insurance as required in connection with the business of the Company; (l) costs incurred in connection with any litigation in which the Company may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (m) the actual costs of goods and materials used by or for the Company; (n) the costs of services that could be performed directly for the Company by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Members or their Affiliates, but not in excess of the amounts which the Company would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (o) expenses of Company administration, accounting, documentation and reporting; (p) expenses of revising, amending, modifying or terminating this Agreement; and (q) all other costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, incurred in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors connection with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunderbusiness, including travel to and from the Project that may be acquired by the Company. Notwithstanding the foregoingThe legal expenses (up to $5,000) of Xxxxx Family Enterprises, LLC and GIPLP respectively in connection to this Agreement shall be an expense of the Company and shall not directly pay, or reimburse be reimbursable to the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 respective Member. (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3b) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.Fees. N/A

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Shares with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel, independent public or certified public accountants officers and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysdirectors; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration or qualification of the Offered Shares (including as the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriters may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement letter between the Company and the Representative; (i) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriters’ counsel. Notwithstanding The total amount payable pursuant to (d) and (m) to the foregoingUnderwriters shall not to exceed $100,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Company Underwriters shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject The Company and the Managed Subsidiaries agree, jointly and severally, to indemnify and reimburse the Manager for, or pay on demand, all Costs incurred in relation to the limitations described belowproper performance of its powers and duties under this Agreement or in relation to the administration or management of the Company. All Costs incurred by the Manager to be reimbursed hereunder shall be included in the annual budget for the Company to be approved by the Company’s Board of Directors and shall be subject to review and approval by the Audit Committee of the Board of Directors of the Company. This includes, but is not limited to, Costs incurred by the Manager with respect to: (a) the performance by the Manager of its obligations under this Agreement; (b) all fees required to be paid to the Securities and Exchange Commission; (c) the acquisition, disposition, insurance, custody and any other transaction in connection with assets of the Company or any Managed Subsidiary, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (d) any proposed acquisition, disposition or other transaction in connection with an investment, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (e) the administration or management of the Company, the Managed Subsidiaries and the Business, including travel and accommodation expenses and all expenses of the relevant Boards of Directors and committees thereof, including Director compensation and out of pocket reimbursement. The Manager appointed member of the Company’s Board of Directors shall only receive out of pocket reimbursement for Board participation; (f) financing arrangements on behalf of the Company agrees to pay all or any Managed Subsidiary or guarantees in connection with the Company or any Managed Subsidiary, including hedging Costs; (g) stock exchange listing fees; (h) underwriting of any offer and sale of shares of Company Common Stock, including underwriting fees, handling fees, costs and expenses incident expenses, amounts payable under indemnification or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by the Manager of its obligations, representations or warranties (if any) under any such underwriting agreement; (i) convening and holding meetings of holders of Company Common Stock, members or shareholders, as the case may be, the implementation of any resolutions and communications with holders of Company Common Stock or members or shareholders, as the case may be, and attending any meetings of holders of Company Common Stock, shareholders, members, Boards of Directors or committees of the Company or the Managed Subsidiaries; (j) Taxes incurred by the Manager on behalf of the Company or any Subsidiary (including any amount charged by a supplier of goods or services or both to the OfferingManager by way of or as a reimbursement for value added taxes) and financial institution fees; (k) the engagement of agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) whether or not the transactions contemplated hereunder agents, valuers, contractors or advisers are consummated or associates of the Manager; (l) engagement of accountants for the preparation and/or audit of financial information, financial statements and tax returns of the Company and the Managed Subsidiaries; (m) termination of this Agreement is terminatedand the retirement or removal of the Manager and the appointment of a replacement; (n) any court proceedings, arbitration or other dispute concerning the Company or any of the Managed Subsidiaries, including expensesproceedings against the Manager, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof except to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, extent that the Company shall designate as appropriate and the determination Manager is found by a court to have acted with gross negligence, willful misconduct, bad faith or reckless disregard of their eligibility for sale its duties in carrying out its obligations under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent this Agreement, or registrar for the Offered Shares and miscellaneous expenses referred to engaged in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companyfraudulent or dishonest acts, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company which case any expenses paid or reimbursed pursuant to under this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.39.1(n) to exceed 15.0% must be repaid; (o) advertising Costs of the gross proceeds from the sale Company or any of the Primary SharesManaged Subsidiaries generally; (p) any Costs related to promoting the Company, including Costs associated with investor relations activities; and (q) complying with any other applicable law or regulation.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the qualification of the Offered Shares for offering offer and sale under state the securities laws of the several states of the United States or other jurisdictions as the Representative may request and the preparation, printing, producing and distribution of a Blue Sky or legal investment memorandum, including but not limited to, filing fees, fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the statesBlue Sky or legal investment memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all costs and expenses and application fees related to the registration of the shares of the Company under the Exchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Cboe BZX Exchange, (ix) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s representative, and the cost of any aircraft chartered in connection with the Road Show, (x) the costs and charges of the transfer agent or and the registrar for the Offered Shares and miscellaneous expenses referred to in share of the Registration StatementCompany, (xi) all FINRA filing fees; (gxii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiii) all costs and other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s its other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in under this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesAgreement.

Company Expenses. Subject The Company and the Managed Subsidiaries agree, jointly and severally, to indemnify and reimburse the Manager for, or pay on demand, all Costs incurred in relation to the limitations described belowproper performance of its powers and duties under this Agreement or in relation to the administration or management of the Company. All Costs incurred by the Manager to be reimbursed hereunder shall be included in the annual budget for the Company to be approved by the Company’s Board of Directors and shall be subject to review and approval by the Audit Committee of the Board of Directors of the Company. This includes, but is not limited to, Costs incurred by the Manager with respect to: (a) the performance by the Manager of its obligations under this Agreement; (b) all fees required to be paid to the Securities and Exchange Commission; (c) the acquisition, disposition, insurance, custody and any other transaction in connection with assets of the Company or any Managed Subsidiary, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (d) any proposed acquisition, disposition or other transaction in connection with an investment, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (e) the administration or management of the Company, the Managed Subsidiaries and the Business, including travel and accommodation expenses and all expenses of the relevant Boards of Directors and committees thereof, including Director compensation and out of pocket reimbursement. The Manager appointed member of the Company’s Board of Directors shall only receive out of pocket reimbursement for Board participation; (f) financing arrangements on behalf of the Company agrees to pay all or any Managed Subsidiary or guarantees in connection with the Company or any Managed Subsidiary, including hedging Costs; (g) stock exchange listing fees; (h) underwriting of any offer and sale of LLC Interests, including underwriting fees, handling fees, costs and expenses incident expenses, amounts payable under indemnification or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by the Manager of its obligations, representations or warranties (if any) under any such underwriting agreement; (i) convening and holding meetings of holders of LLC Interests, Members or shareholders, as the case may be, the implementation of any resolutions and communications with holders of LLC Interests or Members or shareholders, as the case may be, and attending any meetings of shareholders, Members, Boards of Directors or committees of the Company or the Managed Subsidiaries; (j) Taxes incurred by the Manager on behalf of the Company or any Subsidiary (including any amount charged by a supplier of goods or services or both to the OfferingManager by way of or as a reimbursement for value added taxes) and financial institution fees; (k) the engagement of agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) whether or not the transactions contemplated hereunder agents, valuers, contractors or advisers are consummated or associates of the Manager; (l) engagement of accountants for the preparation and/or audit of financial information, financial statements and tax returns of the Company and the Managed Subsidiaries; (m) termination of this Agreement is terminatedand the retirement or removal of the Manager and the appointment of a replacement; (n) any court proceedings, arbitration or other dispute concerning the Company or any of the Managed Subsidiaries, including expensesproceedings against the Manager, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof except to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, extent that the Company shall designate as appropriate and the determination Manager is found by a court to have acted with gross negligence, willful misconduct, bad faith or reckless disregard of their eligibility for sale its duties in carrying out its obligations under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent this Agreement, or registrar for the Offered Shares and miscellaneous expenses referred to engaged in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companyfraudulent or dishonest acts, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company which case any expenses paid or reimbursed pursuant to under this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.39.1(n) to exceed 15.0% must be repaid; (o) advertising Costs of the gross proceeds from the sale Company or any of the Primary SharesManaged Subsidiaries generally; (p) any Costs related to promoting the Company, including Costs associated with investor relations activities; and (q) complying with any other applicable law or regulation.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager Distributor and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 2810 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager Distributor expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Selected Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the personnel of Xxxxx Asset Management Corp., advisor to the Company (the “Advisor’s personnel”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 3(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowThe Company shall pay directly, the Company agrees to pay or reimburse GIPLP for all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counseloperations, independent public including, without limitation, the following costs and expenses: (a) all organization expenses advanced or certified public accountants otherwise paid by the Members; (b) all costs of personnel employed by the Company and other advisorsdirectly involved in the Company’s business, if any; (c) all compensation due to the Members or their Affiliates; (d) all costs of borrowed money, taxes and assessments on Property and other taxes applicable to the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees legal, accounting, audit, brokerage and other disbursements of counsel relating thereto)fees; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares paid to independent contractors, mortgage brokers, real estate brokers and miscellaneous expenses referred to in the Registration Statementother agents; (g) costs of leasing, acquiring, owning, developing, constructing, improving, operating, and disposing of Property; (h) expenses incurred in connection with the development, construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Company books and records, the preparation and dissemination of reports, tax returns or other information to the Members and the making of distributions to the Members; (j) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies; (k) expenses of insurance as required in connection with the business of the Company; (l) costs incurred in connection with any litigation in which the Company may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (m) the actual costs of goods and materials used by or for the Company; (n) the costs of services that could be performed directly for the Company by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Members or their Affiliates, but not in excess of the amounts which the Company would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (o) expenses of Company administration, accounting, documentation and reporting; (p) expenses of revising, amending, modifying or terminating this Agreement; and (q) all other costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, incurred in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors connection with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding business, including travel to and from the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of Project that may be acquired by the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public or certified public accountants and other advisorsSecurities on the Exchange (to the extent relevant); (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) fees and expenses of the transfer agent for the Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (i) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gj) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable pursuant to (d) and (j) to the Underwriter shall not directly payexceed $125,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Units with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Units by FINRA; (c) all fees and expenses relating to the listing of the Shares and the Series A tradable Warrants and the Series B tradable Warrants on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Units under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Shares; (h) fees and expenses of the transfer agent for the Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company pursuant to (k) to the Underwriter shall not exceed $150,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesUnits and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Selected Dealers (including costs of mailing and shipmentshipping); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Company, the Advisor and SPCRE InPoint Advisors, LLC (the “Sub-Advisor”) acting on behalf of the Company, Company in making road show presentations and presentations to Participating Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor Dealer Manager for, the costs and expenses described in this Section 3.1 4(e) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (2310, including the Company expenses paid or reimbursed pursuant to this Section 3.14(e), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 4(a) and all reimbursements and due diligence expenses described in Section 3.3Sections 4(c) and 4(d), to exceed 15.0% fifteen percent (15%) of the gross proceeds from the sale of the Primary SharesOffering.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered SharesUnits and the Series B Preferred Stock and Warrants compromising them, including any stock or other transfer taxes or duties payable upon the sale of the Offered SharesUnits; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Units (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fe) the fees and expenses of any transfer agent or registrar for the Offered Shares Units and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the AdvisorManager’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered SharesUnits; and (hg) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor Manager for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.015% of the gross proceeds from the sale of the Primary SharesUnits.

Company Expenses. (a) Subject to the limitations described below5.1(b), the Company agrees to pay shall bear and be responsible for all costs costs, expenses and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes liabilities in connection withwith the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and any other expenses associated with the registration fee, the preparation and filing issuance of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Units; (b) expenses of calculating the preparationCompany’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, issuance including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and delivery making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of certificatesprospective investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, if any, for payable under the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered SharesAdministration Agreement; (cj) all transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s legal counsel, independent public or certified public accountants financial statements and other advisorstax returns; (dr) the qualification Company’s allocable portion of the Offered Shares for offering fidelity bond, directors and sale under state laws in the statesofficers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Qualified JurisdictionsCompany; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, that monitoring the investments of the Company shall designate as appropriate and the determination disposing of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysany such investments; (ew) filing for review by FINRA portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of all necessary documents and information relating to the Offering and the Offered Shares securities (including the reasonable legal fees and filing fees and other disbursements of counsel relating theretomerger fees); (fy) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident attributable to the travel normal and accommodation of the Advisor’s personnelextraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and the personnel of any sub-advisor designated by the Advisor and acting on behalf of registration services provided to the Company, including in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors each case services with respect to the offering proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying this Agreement or the Advisory Agreement or related documents of the Offered SharesCompany or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (hbb) all other properly and reasonably chargeable expenses incurred by the performance of Company or the Administrator in connection with administering the Company’s other obligations hereunderbusiness. Notwithstanding the foregoing, in the event of a Reorganization that results in a Public Company or an Extension Fund, including a Reorganization pursuant to which the Company becomes the Public Company or the Extension Fund, the fees, costs and expenses associated with any such restructuring, initial public offering, listing of equity securities or reorganization will be borne appropriately by the Public Company and the Extension Fund (and indirectly only by Unitholders that elect to become investors in the Public Company or the Extension Fund), as the case may be, and no others will directly or indirectly bear such fees, costs or expenses. (b) Notwithstanding anything to the contrary in this Agreement, the Adviser shall bear, and not directly payseek reimbursement from the Company in connection with, (i) Organizational Expenses in excess of an amount equal to 10 basis points of the aggregate Commitments to the Company and (ii) Company Expenses in excess of an amount equal to 12.5 basis points of the aggregate Commitments to the Company computed annually; provided, that, any amount by which actual annual expenses in (ii) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization or reimburse the Advisor fordissolution of the Company pursuant to Section 8.2, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (ii), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the 12.5 basis point limit in (ii): the Management Fee, the Incentive Fee, Organizational Expenses, amounts incurred in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses described of the valuation of Portfolio Investments performed by the Company’s independent auditors in this Section 3.1 if order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the payment formation and ongoing operations of any special purpose entity or reimbursement of such entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses would cause the aggregate relating to any Reorganization or liquidation of the Company’s “organization , and offering expenses” any extraordinary expenses (such as defined by FINRA Rule 2310 (including litigation expenses and indemnification payments). Notwithstanding the foregoing, in no event will the Company expenses paid or reimbursed pursuant carryforward to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to future periods the amount by which actual annual Company Expenses for a year exceed 15.0% of the gross proceeds 12.5 basis point limit for more than three years from the sale of date on which such expenses were reimbursed. In addition to the Primary Sharesforegoing, the Adviser shall bear Adviser Operating Expenses.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof thereof, and of all sales material, to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) the Dealer Manager’s filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent, escrow agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder; and (i) only to the extent approved in advance by the Company, any additional expenses, other than as set forth above, of agents of the Company, other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 5(a) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.15, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 4 and due diligence expenses described in Section 3.35(c) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesShares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Company’s legal counselSecurities on the Exchange (to the extent relevant)(e) all fees, independent public expenses and disbursements relating to the registration or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in Securities as the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysUnderwriter may reasonably designate; (ef) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the Offered Shares underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (including the reasonable legal j) fees and filing fees and other disbursements expenses of counsel relating thereto)the transfer agent for the Common Shares; (fk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration StatementCompany’s accountants; (gm) all costs the “road show” expenses and the reasonable fees and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s legal counsel and other obligations hereunderagents and representatives and fees and expenses of the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable pursuant to (d) and (m) to the Underwriter shall not directly payto exceed $75,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered SharesUnits, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; Units; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their the Units’ eligibility for sale or an exemption under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; surveys if any; (ev) the filing fees in connection with filing for review by FINRA FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares Units; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares Units and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, Company officers and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companydirectors, in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered SharesUnits ; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Closing Units with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Closing Units by FINRA; (c) all fees and expenses relating to the listing of the Closing Shares and the Series A tradable Warrants and the Series B tradable Warrants on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Closing Units under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Closing Shares; (h) fees and expenses of the transfer agent for the Closing Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company to the Underwriter pursuant to (k) shall not exceed $100,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesClosing Units and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 2810 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and bona fide due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Closing Units with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered SharesOffering of the Closing Units by FINRA; (c) all fees and expenses relating to the listing of the Closing Shares and the Series A tradable Warrants and the Series B tradable Warrants on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Closing Units under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Closing Shares; (h) fees and expenses of the transfer agent for the Closing Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company to the Underwriter pursuant to (k) shall not exceed $100,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesClosing Units and the transactions contemplated thereby.

Company Expenses. Subject to The Company shall pay directly, or reimburse GIPLP for all of the limitations described below, the Company agrees to pay all costs and expenses incident to of the OfferingCompany's operations, whether or not including, without limitation, the transactions contemplated hereunder are consummated or this Agreement is terminated, including following costs and expenses, fees and taxes in connection with: (a) all organization expenses advanced or otherwise paid by the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Members; (b) all costs of personnel employed by the preparation, issuance Company and delivery of certificatesdirectly involved in the Company's business, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of compensation due to the Company’s legal counsel, independent public Members or certified public accountants and other advisorstheir Affiliates; (d) all costs of borrowed money, taxes and assessments on Property and other taxes applicable to the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees legal, accounting, audit, brokerage and other disbursements of counsel relating thereto)fees; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares paid to independent contractors, mortgage brokers, real estate brokers and miscellaneous expenses referred to in the Registration Statementother agents; (g) costs of leasing, acquiring, owning, developing, constructing, improving, operating, and disposing of Property; (h) expenses incurred in connection with the development, construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Company books and records, the preparation and dissemination of reports, tax returns or other information to the Members and the making of distributions to the Members; G) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies; (k) expenses of insurance as required in connection with the business of the Company; (1) costs incurred in connection with any litigation in which the Company may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (m) the actual costs of goods and materials used by or for the Company; (n) the costs of services that could be performed directly for the Company by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Members or their Affiliates, but not in excess of the amounts which the Company would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (o) expenses of Company administration, accounting, documentation and reporting; (p) expenses of revising, amending, modifying or terminating this Agreement; and (q) all other costs and expenses incident incurred in connection with the Company's business, including travel to and from the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated Project that may be acquired by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject (a) Nordic OP or, if applicable, its Subsidiaries shall pay or cause to be paid all of the limitations described belowexpenses of the Company and its Subsidiaries, and Nordic OP or its Subsidiaries shall reimburse or cause to be reimbursed the Manager for its documented expenses incurred in performing services for the Company in connection with the operation of the Company's business, including property management, legal, property accounting, information technology, operations and due diligence (collectively, the Company agrees "Expenses"), excepting only those expenses that are specifically the responsibility of the Manager pursuant to pay all this Section 10. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company shall be paid by or on behalf of Nordic OP or its Subsidiaries and shall not be paid by the Manager or Affiliates of the Manager: (i) expenses in connection with any private or public offering, including but not limited to the Initial Public Offering and transaction costs incident to the OfferingCompany's unconsummated investments and the acquisition, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees disposition and taxes in connection with: (a) the registration fee, the preparation and filing financing of the Registration Statement Company's consummated Investments; (including without limitation financial statements, exhibits, schedules ii) subject to Section 10(b) and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) of this Agreement, the cost of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager's personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's length basis; (iii) the compensation and expenses of the any of the Company's directors (or equivalent) (excluding those directors, or equivalent, who are officers of the Manager) and the cost of liability insurance to indemnify the Company's directors and officers; (iv) costs associated with the establishment and maintenance of any of the Company's credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company's securities offerings; (v) expenses connected with communications to holders of the Company's securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of Nordic Realty's or any of its Subsidiaries' stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing Nordic Realty's or any of its Subsidiaries' annual report to its stockholders (or equivalent) and proxy materials with respect to any meeting of Nordic Realty's or any of its Subsidiaries' stockholders (or equivalent); (vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used by the Company; (vii) expenses incurred by managers, officers, personnel and agents of the Manager for travel solely on the Company's behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or the establishment and maintenance of any of the Company's securitizations or any of their securities offerings; (viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses applicable solely to the Company; (ix) compensation and expenses of the Company’s legal counsel's custodian and transfer agent, independent public or certified public accountants and other advisors; if any; (dx) the qualification cost of maintaining compliance with all U.S. federal, state and local rules and regulations or with any other regulatory agency; (xi) all taxes and license fees; (xii) all insurance costs incurred in connection with the operation of the Offered Shares Company's business, except for offering and sale under state laws in the states, including costs attributable to the Qualified Jurisdictions, insurance that the Company shall designate as appropriate Manager elects to carry for itself and its personnel; (xiii) costs and expenses incurred in contracting with third parties for the determination management of their eligibility for sale under state law as aforesaid the assets of the Company; (xiv) all other costs and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information expenses relating to the Offering Company's business and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personneloperations, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companyincluding, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor forwithout limitation, the costs and expenses described of acquiring, owning, managing, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company or Investments separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or distributions in this Section 3.1 if the payment cash or reimbursement any other form authorized or caused to be made to or on account of such expenses would cause the aggregate holders of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 's securities, including, without limitation, in connection with any dividend reinvestment plan; (including xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company, or against any trustee, director, partner, member or officer of the Company in his, her or its capacity as such for which the Company is required to indemnify such Person by any court or governmental agency; (xviii) the fully burdened cost of providing property management services with respect to the Investments; and (xix) all other expenses paid actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; provided, however, that with respect to expenses incurred by the Manager in connection with assets acquired by or reimbursed services rendered to the Company, together with any additional publicly traded or other investment vehicle that is sponsored or managed by the Manager or any of its Affiliates, Nordic OP and its Subsidiaries shall only be responsible for the their pro rata share of such expenses, based on the ratio of the amount of capital contributed by the Nordic OP and its Subsidiaries for any investment in such assets compared to the total capital invested in such assets; provided, further, however, that for purposes of this clause, the phrase "additional publicly traded or other investment vehicle" shall not include any investment vehicle in its capacity as holder of direct or indirect investments in Nordic OP. (b) Nordic OP shall pay its respective pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the operations of Nordic OP and its Subsidiaries. These expenses will be allocated among the Manager and Nordic OP based on the ratio of Nordic OP's and its Subsidiaries' proportion of gross assets compared to all remaining gross assets managed or held by the Manager and its Affiliates as calculated at each quarter end. The allocation methodology may be modified, subject to the approval of the Manager, the Nordic GP and the Independent Directors, if they jointly agree that the allocation methodology has become inequitable, based on significant leverage differences between the Company and the Manager’s other funds and clients. Nordic OP shall also pay the rent for office space and other office, internal and overhead expenses incurred by persons who are employed directly by Nordic OP and its Subsidiaries, as applicable, and who are not simultaneously employed by the Manager or any of its Affiliates, including any such persons who may be seconded exclusively to Nordic OP or its Subsidiaries pursuant to a secondment arrangement with the Manager. (c) Nordic OP shall not have any obligation to reimburse the Manager or its Affiliates for the salaries and benefits of the personnel of the Manager or its Affiliates who provide services to the Company related to accounting and finance, legal, human resources, insurance, and operations; provided, however, that if Nordic GP, with the prior approval of the Board of Directors, elects for the Manager to provide administrative services, such as being responsible for the financial and other records that the Company is required to maintain and preparing reports to any of the Company's stockholders and reports and other materials filed with the SEC or any other regulatory authority, then Nordic OP shall reimburse the Manager or C-QUADRAT Investment AG for the salary and benefits of its personnel providing such services to the Company based on the percentage of time spent by such personnel on such activities; provided, further, however, that Nordic OP shall not have any obligation to reimburse the Manager or its Affiliates for the salaries and benefits of the Company's principals who provide operational and strategic oversight and management to the Company, including, but not limited to Bjarne Eggesbø, the chief executive officer of Nordic Realty. (d) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. (e) The provisions of this Section 3.1, all items 10 shall survive the expiration or earlier termination of underwriting compensation including Dealer Manager this Agreement to the extent such expenses described have previously been incurred or are incurred in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharesconnection with such expiration or termination.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Securities by FINRA; (c) all fees and expenses relating to the listing of the Securities on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (e) all fees, expenses and disbursements relating to the registration or qualification of the Securities as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating theretowhich will be Underwriter’s counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (j) fees and expenses of the transfer agent for the Common stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (l) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunderaccountants; (m) the “road show” expenses and the reasonable legal fees and disbursement for the Underwriter’s counsel. Notwithstanding the foregoingSubject to Section 11 hereof, the Company total amount payable pursuant to (m) to the Underwriter shall not directly payto exceed $125,000. The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Except as provided for in this Agreement, or reimburse the Advisor for, Underwriter shall bear the costs and expenses described incurred by it in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesSecurities and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder in this Agreement are consummated or this Agreement is terminated, including expensesthe Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel, the Company’s accountants all other fees and taxes or expenses in connection with: (a) the registration fee, with the preparation and filing of the Registration Statement (including without limitation financial statementsStatement, exhibitsany preliminary prospectus, schedules and consents)the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any amendments or supplements theretoof the foregoing, including all printing costs associated therewith, and the printing mailing and furnishing delivering of copies of each thereof to the Dealer Manager Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificates, if any, for the Offered SharesShares to the Underwriters, including any stock transfer or other transfer taxes payable thereon, (iii) the reasonably incurred cost of printing or duties payable upon producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Offered Shares; Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonably incurred and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (civ) all filing fees and the reasonably incurred fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA (provided that the amount payable by the Company pursuant to subsection (iii) and the reasonably incurred fees and disbursements of counsel to the Underwriters described in subsection (iv) shall not exceed $35,000), (v) all fees and expenses in connection with the preparation and filing of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information registration statement on Form 8-A relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Ordinary Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to listing the travel Shares on the Nasdaq, (vi) the cost of printing certificates representing the Shares, (vii) the costs and accommodation charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Advisor’s personnelCompany relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, and including, without limitation, expenses associated with the personnel preparation or dissemination of any sub-advisor designated by electronic road show, expenses associated with the Advisor production of road show slides and acting on behalf graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of ground transportation costs and 50% of the cost of any aircraft chartered in making connection with the road show presentations and presentations to Participating Dealers and other brokerany meetings in connection with Testing-dealers and financial advisors with respect to the-Waters Communication, as applicable (the offering remaining 50% of the Offered Shares; cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (hx) all other costs and expenses incident to the performance of the Company’s other obligations hereunderof the Company hereunder for which provision is not otherwise made in this Section. Notwithstanding It is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution” and the foregoinglast paragraph of Section 14 below, the Company shall not directly pay, or reimburse the Advisor for, the Underwriters will pay all of their costs and expenses described in this Section 3.1 if the payment or reimbursement expenses, including fees and disbursements of such expenses would cause the aggregate their counsel, share transfer taxes payable on resale of any of the Company’s “organization Shares by them and offering expenses” as defined by FINRA Rule 2310 (including the Company any advertising expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Sharesconnected with any offers they may make.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, Sub-Advisor in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor or Sub-Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipmentshipping); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Company or the Company’s business manager, Inland Residential Business Manager & Advisor, Inc. (the “Business Manager”) acting on behalf of the Company, Company in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the fees and expenses set forth in Section 4(f)(i)-(viii), collectively referred to herein as “Issuer Costs,” the amount of Issuer Costs paid by the Company shall not exceed two percent (2.0%) of the gross proceeds of the Offering. Further, the Company shall not directly pay, or reimburse the Advisor Dealer Manager for, the costs and expenses described in this Section 3.1 4(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (2310, including the Company expenses paid or reimbursed pursuant to this Section 3.14(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 4(a) and due diligence expenses described in Section 3.3) 4(e), to exceed 15.0% fifteen percent (15%) of the gross proceeds from the sale of the Primary SharesOffering.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Securities with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Sharesall FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s legal counsel, independent public equity or certified public accountants and other advisorsequity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Shares for offering Securities under the “blue sky” securities laws of such states and sale under state laws in the statesother jurisdictions as Aegis may reasonably designate (including, including the Qualified Jurisdictionswithout limitation, that the Company shall designate as appropriate all filing and registration fees, and the determination reasonable fees and disbursements of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of Company’s “blue sky surveyssky” counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as Aegis may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Aegis; and (h) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hi) Aegis’ fees and expenses related to the performance Offering including “road show”, diligence, and reasonable legal fees and disbursements for Aegis’s counsel not to exceed $125,000. The Representative may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriters shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Selected Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the personnel of Xxxxx Lodging Advisors, LLC, advisor to the Company (the “Advisor’s personnel”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 3(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject The Company and the Managed Subsidiaries agree, jointly and severally, to indemnify and reimburse the Manager for, or pay on demand, all Costs incurred in relation to the limitations described belowproper performance of its powers and duties under this Agreement or in relation to the administration or management of the Company. All Costs incurred by the Manager to be reimbursed hereunder shall be included in the annual budget for the Company to be approved by the Company’s Board of Directors and shall be subject to review and approval by the Audit Committee of the Board of Directors of the Company. This includes, but is not limited to, Costs incurred by the Manager with respect to: (a) the performance by the Manager of its obligations under this Agreement; Commission; (b) all fees required to be paid to the Securities and Exchange (c) the acquisition, disposition, insurance, custody and any other transaction in connection with assets of the Company or any Managed Subsidiary, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (d) any proposed acquisition, disposition or other transaction in connection with an investment, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary; (e) the administration or management of the Company, the Managed Subsidiaries and the Business, including travel and accommodation expenses and all expenses of the relevant Boards of Directors and committees thereof, including Director compensation and out of pocket reimbursement. The Manager appointed member of the Company’s Board of Directors shall only receive out of pocket reimbursement for Board participation; (f) financing arrangements on behalf of the Company agrees to pay all or any Managed Subsidiary or guarantees in connection with the Company or any Managed Subsidiary, including hedging Costs; (g) stock exchange listing fees; (h) underwriting of any offer and sale of shares of Company Common Stock, including underwriting fees, handling fees, costs and expenses incident expenses, amounts payable under indemnification or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by the Manager of its obligations, representations or warranties (if any) under any such underwriting agreement; (i) convening and holding meetings of holders of Company Common Stock, members or shareholders, as the case may be, the implementation of any resolutions and communications with holders of Company Common Stock or members or shareholders, as the case may be, and attending any meetings of holders of Company Common Stock, shareholders, members, Boards of Directors or committees of the Company or the Managed Subsidiaries; (j) Taxes incurred by the Manager on behalf of the Company or any Subsidiary (including any amount charged by a supplier of goods or services or both to the OfferingManager by way of or as a reimbursement for value added taxes) and financial institution fees; (k) the engagement of agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) whether or not the transactions contemplated hereunder agents, valuers, contractors or advisers are consummated or associates of the Manager; (l) engagement of accountants for the preparation and/or audit of financial information, financial statements and tax returns of the Company and the Managed Subsidiaries; (m) termination of this Agreement is terminatedand the retirement or removal of the Manager and the appointment of a replacement; (n) any court proceedings, arbitration or other dispute concerning the Company or any of the Managed Subsidiaries, including expensesproceedings against the Manager, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof except to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, extent that the Company shall designate as appropriate and the determination Manager is found by a court to have acted with gross negligence, willful misconduct, bad faith or reckless disregard of their eligibility for sale its duties in carrying out its obligations under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent this Agreement, or registrar for the Offered Shares and miscellaneous expenses referred to engaged in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Companyfraudulent or dishonest acts, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company which case any expenses paid or reimbursed pursuant to under this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.39.1(n) to exceed 15.0% must be repaid; (o) advertising Costs of the gross proceeds from the sale Company or any of the Primary SharesManaged Subsidiaries generally; (p) any Costs related to promoting the Company, including Costs associated with investor relations activities; and (q) complying with any other applicable law or regulation.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the OfferingOffering up to 1.0% of gross Offering proceeds, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including including, without limitation, expenses, fees and taxes in connection with: (a) the SEC, FINRA and state registration feefees, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the consents),the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of the blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares memorandum (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fe) the fees and expenses of any escrow agent, transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hg) the performance of the Company’s other obligations hereunder. Notwithstanding ; and (h) all of the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate agents of the Company’s , other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. For purposes of this Agreement, these expenses are deemed to be “organization Issuer Organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesOffering Expenses.”

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered SharesmShares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; mShares; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their the mShares eligibility for sale or an exemption under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; surveys if any; (ev) the filing fees in connection with filing for review by FINRA FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares mShares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares mShares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Manager acting on behalf of the Company, in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered SharesmShares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor Manager for, the costs and expenses described in this Section 3.1 3(g) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(g), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesmShares.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof thereof, and of all sales material, to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) the Dealer Manager’s filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent, escrow agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder; and (i) only to the extent approved in advance by the Company, any additional expenses, other than as set forth above, of agents of the Company, other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesShares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered SharesShares , including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including Shares(including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fe) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the AdvisorCompany’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hg) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the personnel of Independence Realty Advisors, LLC, advisor to the Company (the “Advisor’s personnel”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 3(f) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 2810 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(f), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipment); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered SharesPreferred Stock, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; Preferred Stock; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their the Preferred Stock’s eligibility for sale or an exemption under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; surveys if any; (ev) the filing fees in connection with filing for review by FINRA FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares Preferred Stock; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares Preferred Stock and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Manager acting on behalf of the Company, in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered SharesPreferred Stock; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor Manager for, the costs and expenses described in this Section 3.1 3(g) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.13(g), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 3(d) and due diligence expenses described in Section 3.33(e)) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesPreferred Stock.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Shares with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus Supplement, any Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Shares; (h) fees and expenses of the transfer agent for the Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable by the Company pursuant to (k) to the Underwriter shall not exceed $75,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company hereby agrees to pay on the Closing Date all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedincluding, including expenses, fees and taxes in connection withbut not limited to: (a) all filing fees and expenses relating to the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), Shares with the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)Commission; (b) all filing fees and expenses associated with the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale review of the Offered Sharesoffering of the Shares by FINRA; (c) all fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) or on such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s legal “blue sky” counsel, independent public or certified public accountants and other advisors; (dwhich will be Underwriter’s counsel) unless such filings are not required in connection with the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveysCompany’s proposed Exchange listing; (e) filing for review by FINRA of all necessary documents fees, expenses and information disbursements relating to the Offering and registration, qualification or exemption of the Offered Shares (including Securities under the reasonable legal fees and filing fees and other disbursements securities laws of counsel relating thereto)such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Shares; (h) fees and expenses of the transfer agent for the Ordinary Shares; (i) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares’s accountants; and (hk) reasonable legal fees and disbursements for the performance Underwriter’s counsel. The total amount payable pursuant to (k) to the Underwriter shall not to exceed $100,000. The Underwriter may deduct from the net proceeds of the Company’s other obligations hereunderOffering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Notwithstanding the foregoingExcept as provided for in this Agreement, the Company Underwriter shall not directly pay, or reimburse the Advisor for, bear the costs and expenses described incurred by them in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from connection with the sale of the Primary SharesShares and the transactions contemplated thereby.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial investment advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described below, the The Company agrees to pay or cause to be paid all costs and expenses incident to the Offeringperformance of its obligations hereunder, whether or not including, without limitation, (i) all expenses incident to the transactions contemplated hereunder are consummated or this Agreement is terminatedauthorization, issuance, sale, preparation and delivery of the Shares (including expensesall printing and engraving costs), fees (ii) all necessary issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the issuance, sale, preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees and expenses of the Company’s legal counsel (including local and special counsel), independent public or certified public accountants and other advisors; , (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (giv) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Representative for use in connection with the offering and sale of the Shares, (vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the Shares for offer and sale under the securities laws of the several states of the United States or other jurisdictions as the Representative may request and the preparation, printing and distribution of a Blue Sky memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all expenses and application fees related to the registration of the Common Stock under the Exchange Act and the listing of the Common Stock, including the Shares, on Nasdaq, (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and agreed that except that the Underwriters will pay all of the travel, lodging and other reasonable and documented expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” if any (x) the costs and charges of the transfer agent and the registrar for the Common Stock, and (xi) all other expenses incident to the travel and accommodation performance by the Company of its other obligations under this Agreement; provided that the actual accountable expenses of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company Underwriters shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares$150,000.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for eligibility‑for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and bona fide due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.

Company Expenses. Subject to the limitations described belowabove, the Company agrees to shall pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: : (ai) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Soliciting Dealers (including costs of mailing and shipmentshipping); ; (bii) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; ; (ciii) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; ; (div) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; ; (ev) the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares Shares; (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fvi) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; ; (gvii) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and Company or the Company’s business manager, Inland Residential Business Manager & Advisor, Inc. (the “Business Manager”) acting on behalf of the Company, Company in making road show presentations and presentations to Participating Soliciting Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and and (hviii) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the fees and expenses set forth in Section 4(h)(i)-(viii), collectively referred to herein as “Issuer Costs,” the amount of Issuer Costs paid by the Company shall not exceed two percent (2.0%) of the gross proceeds of the Offering. Further, the Company shall not directly pay, or reimburse the Advisor Dealer Manager for, the costs and expenses described in this Section 3.1 4(h) if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (2310, including the Company expenses paid or reimbursed pursuant to this Section 3.14(h), all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 4(a) and due diligence expenses described in Section 3.3) 4(g), to exceed 15.0% fifteen percent (15%) of the gross proceeds from the sale of the Primary SharesOffering.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether Whether or not the transactions contemplated hereunder by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares (including all printing and engraving costs), (ii) all costs and expenses, fees including any issue, transfer, stamp and other taxes in connection with: (a) with the registration feeauthorization, the preparation and filing of the Registration Statement (including without limitation financial statementsissuance, exhibitssale, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance transfer and delivery of certificatesthe Shares to the Underwriters, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (ciii) all fees fees, disbursements and expenses of the Company’s legal counsel (including local, overseas and special counsel), independent public or certified public accountants and other advisors; , (div) all costs and expenses incurred in connection with the qualification preparation, printing or reproduction, and filing with the Commission of the Offered Shares Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, (v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges for offering packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto, as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares, (vi) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (vii) all costs and expenses and application fees related to the registration of the shares of the Company under state laws in the statesExchange Act and the listing of the shares of the Company, including the Qualified JurisdictionsShares, that on Nasdaq, (viii) all costs and expenses incurred by the Company shall designate as appropriate in connection with any Road Show presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging expenses of any such consultants and the Company’s representatives, and the cost of any aircraft chartered in connection with the Road Show, (ix) the costs and charges of the transfer agent or and the registrar for the Offered Shares share of the Company, (x) all application fees, and miscellaneous fees, disbursements and expenses referred to of counsel for the Underwriters incurred in connection with any filing with, and clearance of the Registration Statementoffering by FXXXX; (gxi) all costs reasonable fees and expenses incurred by the Underwriters, including the fees, expenses and disbursements of counsel for the Underwriters and any stamp duties, similar taxes, duties or other taxes, (xii) the cost of printing certificates representing the Shares, the document production charges and expenses associated with printing this Agreement, and (xiii) all other expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated performance by the Advisor and acting on behalf Company of the Companyits other obligations under this Agreement; provided, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect however, to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, extent such expenses constitute reimbursement by the Company shall not directly payto the Representative, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to such amount shall not exceed 15.0% of the gross proceeds from the sale of the Primary SharesUS$300,000.

Company Expenses. Subject The Company shall bear and be charged with all expenses of the Company and its Subsidiaries (through its investment in such Subsidiaries) other than expenses that are expressly borne by the Manager pursuant to Section 11 (Expenses of the limitations described belowManager) including, without limitation, the Company agrees to pay all following costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel: (a) all organizational, independent public or certified public accountants administrative and operating expenses incurred on its behalf, including interest and financing expenses, expenses of custodians, administrators, accountants, auditors, outside counsel and other advisors; similar service providers, the cost of the preparation of financial statements, reports to Stockholders, the annual audit, financial and tax returns, tax and other similar reports required for the Company and the Stockholders, extraordinary items such as litigation, indemnification and other similar expenses, and any taxes, fees or other government charges levied against the Company; (b) independent valuation expenses (if applicable); (c) expenses incurred in providing any reporting to Stockholders or regulatory reporting, printing and mailing costs; (d) the qualification of the Offered Shares for offering third party research costs and sale under state laws in the statesexpenses, including the Qualified Jurisdictionsconsultants, that senior advisors and regional advisors to the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; its Subsidiaries; (e) administrative expenses (including any fee payable to an administrator, if appointed by the Company), government fees and taxes (if any); (f) expenses incurred in connection with any meeting of the Stockholders, including, without limitation, travel, meal and lodging expenses and ancillary activities related thereto; (g) fees and expenses related to regulatory compliance burdens of the Company or any Subsidiary or any investment of any Subsidiary; (h) premiums for insurance; (i) any registration or filing for review by FINRA of all necessary documents and information fees relating to the Offering Company or any Subsidiary; (j) all out-of-pocket costs and expenses, if any, incurred in sourcing, analyzing, conducting due diligence, holding, developing, negotiating, structuring, acquiring and disposing of investments and prospective investments, whether or not ultimately made, and managing and disposing of actual investments, including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the Offered Shares extent the Manager is not otherwise reimbursed by another party or the costs are not capitalized as part of the acquisition price of the transaction); (k) expenses (including travel expenses) incurred in connection with sourcing and investigating investment opportunities, developing business opportunities for the reasonable legal fees Subsidiaries of the Company and filing fees monitoring their investments (including attending medical and other disbursements of counsel relating thereto); industry conferences) and in connection with attending or sponsoring life science industry conferences and marketing events; (fl) the interest on and fees and expenses arising out of any transfer agent all borrowings made by or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations including, but not limited to, the arranging thereof; (m) costs of any litigation, Directors & Officers liability or other insurance and presentations to Participating Dealers and other broker-dealers and financial advisors with respect indemnification or extraordinary expense or liability relating to the offering of the Offered Shares; and (h) the performance affairs of the Company’s ; (n) expenses of liquidating the Company; (o) all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company; (p) any expenses in connection with the Board of Directors; (q) contributions to charities, research hospitals and academic institutions reasonably related to the biopharmaceutical industry, in each case to strengthen the “Healthcare Royalty” brand and relationships in the life sciences community; provided that the expenses set forth in this clause shall not exceed 0.25% of annual Royalty Receipts during any fiscal year (measured as of the end of such fiscal year) without the approval of the Board of Directors; (r) legal and accounting fees and expenses and other obligations hereunder. Notwithstanding the foregoing, expenses incurred by the Company in connection with the preparation for, and conduct and closing of any offering of additional shares in the Company; (s) the Company’s pro rata share of the expenses incurred in the formation of any Subsidiary; and (t) any costs and expenses incurred in connection with the contemplation of, formation of, listing and ongoing operation of the Company, including any third-party expenses of managing the Company, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations, and insurance expenses relating to the affairs of the Company. The Company shall not directly pay, or promptly reimburse the Advisor forManager or any of its Affiliates, as the case may be, to the extent that any of the costs and expenses described set forth in this Section 3.1 if 12 are paid by such entities, provided, however, that any expenses incurred by the payment Manager or reimbursement any of its Affiliates on behalf of the Company and its Subsidiaries shall only be reimbursed once, and the Company will have no obligation to reimburse the Manager for any expenses to the extent Holdings has reimbursed the Manager for such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 the Management Agreement by and due diligence expenses described in Section 3.3) to exceed 15.0% of between Holdings and the gross proceeds from the sale of the Primary SharesManager.

Company Expenses. Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including including, without limitation, expenses, fees and taxes in connection with: (a) the SEC, FINRA and state registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares surveys (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fe) the fees and expenses of any escrow agent, transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gf) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (hg) the performance of the Company’s other obligations hereunder. Notwithstanding ; and (h) all of the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate agents of the Company’s , other than the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company. For purposes of this Agreement, these expenses are deemed to be “organization Issuer Organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary SharesOffering Expenses.”