Common use of DEALER-MANAGER COMPENSATION Clause in Contracts

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting Dealers; (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 6% 2% $ 500,000 $ 999,999 5% 3% $ 1,000,000 $ 2,499,999 4% 4% $ 2,500,000 $ 4,999,999 3% 5% $ 5,000,000 $ 9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution or due diligence expense allowance shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein. (ii) All selling commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of this Agreement, “Special Sale” shall mean: (i) the initial sale of shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “Special Sales.” You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) The Company agrees to pay to you a selling commission equal to seven and one-half percent (7.5%) of 7% of the selling sales price of for each Share sold (except for which a sale is completed with respect to Special Sales) from the 150,000,000 Shares offered on a “"best efforts” " basis, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitations described below, as well as to offer to issue and sell to you for a purchase price of $.0008 per Soliciting Dealer Warrant, one Soliciting Dealer Warrant for every 25 Shares sold from the 150,000,000 Shares offered on a "best efforts" basis, of which seven percent (7.0%) such compensation may be retained or reallowed by you you, subject to federal and state securities laws, to the Soliciting DealersDealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement; (ii) provided, however, that the Company will not issue more than 6,000,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to two and one-half percent (2.52%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the selling sale price of each Share for which a sale is completed with respect to from the 150,000,000 Shares offered on a “"best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” " basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section 3(a) above, and subject . Subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 250,010 through the same Soliciting Dealer may receive a reduction of the customary 7% selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: Amount of Purchaser's Investment ---------------------------------------------------- Amount of Selling Volume Maximum Commission Per Discount From To Share --------------------------- ------------------------- ------------------------ -------------------------- 1% $ 250,000 $ 499,999 250,010 $500,000 6% 2% $ 500,000 $ 999,999 500,010 $1,000,000 5% 3% $ 1,000,000 $ 2,499,999 1,000,010 $2,500,000 4% 4% $ 2,500,000 $ 4,999,999 2,500,010 $5,000,000 3% 5% $ 5,000,000 $ 9,999,999 5,000,010 $10,000,000 2% 6% $ 10,000,000 and over $10,000,010 more than 1% $10,000,010 Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with or fractional shares being rounded up to the nearest whole numbershares. Selling commissions will not be paid on any such whole Shares shares or fractional shares issued in respect of for a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine . Certain purchases may be combined for the purpose of qualifying an investor for, for a volume discount and crediting a purchaser or purchasers with, with additional Shares provided that for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers, so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will A purchaser may combine subscriptions made in the Offering with other subscriptions in the Offering or with subscriptions from the Company's initial public offering pursuant to its registration statement declared effective by the same purchaser Commission on February 11, 1999 and its subsequent public offering pursuant to its registration statement declared effective by the Commission on February 1, 2001, for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” spouses may also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all common by such investor with others for purposes of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interestscomputing amounts invested. Purchases by taxTax-exempt or non tax-exempt entities Exempt Entities may only be combined with purchases by other taxTax-exempt entities Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same personPerson, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the taxTax-exempt entities who seek Exempt Entities whose purchases are sought to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investorbe combined. The investor must xxxx mark the “"Additional Investment” " space on the Subscription Agreement signature page Agreexxxx Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if purchases, where the investor fails to xxxx mark the “"Additional Investment” " space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription thx Xxbscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the such submission; except however, the additional Shares to be credited to any taxTax-exempt entities Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each taxTax-exempt entity Exempt Entity and their combined purchases. (d) . Notwithstanding the abovepreceding paragraphs, in no event shall any investor receive a discount greater than five percent (5.0%) 5% on any purchase of Shares if the such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser's initial purchase and the amount of additional Shares prior that may be credited to subscribing. a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (e) (i) No taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable on any subscription rejected by with respect to particular Shares if the Company. The Company rejects a proposed subscriber's Subscription Agreement, which it may reject a subscription do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, marketing contribution Marketing Contribution or due diligence expense allowance Due Diligence Expense Allowance shall be paid payable in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or directly by the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, connection with the rules performance of services, to employees and associates of the NASDCompany and its Affiliates, specifically includingthe Advisor, but not in any way limited toAffiliates of the Advisor, Rule 2790 thereinthe Dealer Manager or their respective officers and employees and certain of their affiliates who request and are entitled to such discount. (ii) All selling commissions due hereunder payable to you will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder Stockholder by the Company, in an amount equal to the selling commissions payable with respect to such Shares; provided, provided however, that the Company mayreserves the right, in at its sole discretion, make these payments on to change the frequency of the payment of such commissions to a monthly basis. (fiii) The Certain other Special Sales shall be effected directly by the Company will and not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of pursuant to this Agreement, “and no selling commission shall be payable in connection with such Special Sale” shall mean: (i) the initial sale of shares Sales, including sales to each one or more Soliciting Dealer Dealers and to any their respective officers and employees and certain of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that . Furthermore, no selling commission shall be payable on the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale discount or on sales of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “"wrap” " fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “Special Sales.” You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein.term "Special

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting Dealers; (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 6% 2% $ 500,000 $ 999,999 5% 3% $ 1,000,000 $ 2,499,999 4% 4% $ 2,500,000 $ 4,999,999 3% 5% $ 5,000,000 $ 9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx mxxx the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx mxxx the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution or due diligence expense allowance shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein. (ii) All selling commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of this Agreement, “Special Sale” shall mean: (i) the initial sale of shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “Special Sales.” You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling gross offering price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting DealersDealers (the “Selling Commission”); (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price gross proceeds of each Share for which a sale is completed with respect to the Offering of Shares offered sold on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting DealersDealers (the “Marketing Contribution”); and (iii) all actual expenses incurred in connection with a reimbursement for any bona fide out-of-pocket, itemized and detailed due diligence investigation of the Company or the Offering up expenses in an amount not to exceed one-half percent (0.5%) of the selling price gross proceeds of each Share for which a sale is completed with respect to the Offering of Shares offered sold on a “best efforts” basis (except for certain Special Sales)basis, some portion of which may be reallowed by you to reimbursed, in the Soliciting Dealers for any bona fide due diligence expense incurred by Company’s sole discretion, from amounts paid as the Soliciting DealersMarketing Contribution or from Issuer Costs (as defined in Section 6 of this Agreement.) (b) Notwithstanding the provisions of Section 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission Selling Commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 66 % 2% $ 500,000 $ 999,999 55 % 3% $ 1,000,000 $ 2,499,999 44 % 4% $ 2,500,000 $ 4,999,999 33 % 5% $ 5,000,000 $ 9,999,999 22 % 6% $ 10,000,000 and over 11 % Any reduction in the amount of the selling commissions Selling Commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution Selling Commission or due diligence expense allowance Marketing Contribution shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASDFINRA, specifically including, but not in any way limited to, Rule 2790 therein. (ii) All selling commissions Selling Commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) selling commissions Selling Commissions in respect of Special Sales. For purposes of this Agreement, “Special Sale” shall mean: (i) the initial sale of shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissionsSelling Commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance Marketing Contribution in respect of “Special Sales.” You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASDFINRA, specifically including, but not in any way limited to, Rule 2790 therein.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “"best efforts” " basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting Dealers; (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “"best efforts” " basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “"best efforts” " basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section SECTION 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 6% 2% $ 500,000 $ 999,999 5% 3% $ 1,000,000 $ 2,499,999 4% 4% $ 2,500,000 $ 4,999,999 3% 5% $ 5,000,000 $ 9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “"primary household group” " also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “"primary household group” " includes the purchaser, the purchaser’s 's spouse or “"domestic or life partner” " and all of the purchaser’s 's unmarried children under the age of twenty-one (21). For primary household group purposes, “"domestic or life partners” " means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence residence, or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx the “"Additional Investment” " space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “"Additional Investment” " space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution or due diligence expense allowance shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s 's directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein. (ii) All selling commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of this Agreement, “"Special Sale” " shall mean: (i) the initial sale of shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “"wrap” " fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “"Special Sales.” " You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein...

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting Dealers; (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 66 % 2% $ 500,000 $ 999,999 55 % 3% $ 1,000,000 $ 2,499,999 44 % 4% $ 2,500,000 $ 4,999,999 33 % 5% $ 5,000,000 $ 9,999,999 22 % 6% $ 10,000,000 and over 11 % Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution or due diligence expense allowance shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein. (ii) All selling commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of this Agreement, “Special Sale” shall mean: (i) the initial sale of shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “Special Sales.” You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “"best efforts” " basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting Dealers; (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “"best efforts” " basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “"best efforts” " basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section SECTION 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 6% 2% $ 500,000 $ 999,999 5% 3% $ 1,000,000 $ 2,499,999 4% 4% $ 2,500,000 $ 4,999,999 3% 5% $ 5,000,000 $ 9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” spouses will also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may will only be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx the “"Additional Investment” " space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “"Additional Investment” " space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.05%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution or due diligence expense allowance shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any to the Business Manager and its affiliates, including employees and associates of the Business Manager, you or its or your respective directors, officers and employees and certain of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares affiliates who request and are entitled to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 thereindiscount. (ii) All selling commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) any selling commissions in respect of Special Sales. For purposes of this Agreement, “"Special Sale” " shall meanmean a sale of Shares: (i) the initial sale of shares to each a Soliciting Dealer and to any its officers and employees and certain of their its respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) in respect of Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “"wrap” " fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “"Special Sales.” You acknowledge and agree that all sales " The volume discount on any subsequent purchase of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules by investors who initially purchase Shares net of the NASD, specifically including, but not in any way seven and one-half percent (7.5%) selling commission shall be limited to, Rule 2790 thereinto a maximum discount equal to five percent (5.0%) of the public offering price per Share.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the The Company shall agrees to pay to you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (of 7.5%) , of which 7% may be reallowed by you to the Soliciting Dealers, of the selling sales price of for each Share sold (except for which a sale is completed with respect to Special Sales) from the 250,000,000 Shares offered on a “best efforts” basis, as set forth in the Prospectus under the caption “Plan of which seven percent (7.0%) may be reallowed by you Distribution,” subject to the Soliciting Dealers; (ii) limitations described below. In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to two and one-half percent (2.5%) and due diligence expense allowance (equal to 0.5%), both aggregating 3% of the selling sale price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to from the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to 250,000,000 Shares offered on a “best efforts” basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section 3(a) above, and subject . Subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 3,000 through the same Soliciting Dealer will receive a reduction of the 7% reallowable selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: 1% $ 250,000 $ 499,999 $250,010 $500,000 6% 2% $ 500,000 $ 999,999 $500,010 $1,000,000 5% 3% $ 1,000,000 $ 2,499,999 $1,000,010 $2,500,000 4% 4% $ 2,500,000 $ 4,999,999 $2,500,010 $5,000,000 3% 5% $ 5,000,000 $ 9,999,999 $5,000,010 $10,000,000 2% 6% $ 10,000,000 and over $10,000,010 more than $10,000,010 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with or fractional shares being rounded up to the nearest whole numbershares. Selling commissions will not be paid on any such whole Shares shares or fractional shares issued in respect of for a volume discount. (i) . To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases will be combined for the purpose of qualifying an investor for, for a volume discount and crediting a purchaser or purchasers with, with additional Shares provided that for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers, so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the The Company will combine subscriptions made in the Offering by a purchaser with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” spouses will also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all common by such investor with others for purposes of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interestscomputing amounts invested. Purchases by taxTax-exempt or non tax-exempt entities may Exempt Entities will only be combined with purchases by other taxTax-exempt entities Exempt Entities for purposes of computing amounts invested if investment decisions are made by the same personPerson, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the taxTax-exempt entities who seek Exempt Entities whose purchases are sought to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investorbe combined. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if purchases, where the investor fails to xxxx the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the such submission; except however, the additional Shares to be credited to any taxTax-exempt entities Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each taxTax-exempt entity Exempt Entity and their combined purchases. (d) . Notwithstanding the abovepreceding paragraphs, in no event shall any investor receive a discount greater than five percent (5.0%) 5% on any purchase of Shares if the such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser’s initial purchase and the amount of additional Shares prior that may be credited to subscribing. a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (e) (i) No taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable on any subscription rejected by with respect to particular Shares if the Company. The Company rejects a proposed subscriber’s Subscription Agreement, which it may reject a subscription do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, marketing contribution Marketing Contribution or due diligence expense allowance Due Diligence Expense Allowance shall be paid payable in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or directly by the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, connection with the rules performance of services, to employees and associates of the NASDCompany and its Affiliates, specifically includingthe Advisor, but not in any way limited toAffiliates of the Advisor, Rule 2790 therein. (ii) the Dealer Manager or their respective officers and employees and certain of their affiliates who request and are entitled to such discount. All selling commissions due hereunder payable to you will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder Stockholder by the Company, in an amount equal to the selling commissions payable with respect to such Shares; provided, provided however, that the Company mayreserves the right, in at its sole discretion, make these payments on to change the frequency of the payment of such commissions to a monthly basis. (f) The . Certain other Special Sales shall be effected directly by the Company will and not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of pursuant to this Agreement, “and no selling commission shall be payable in connection with such Special Sale” shall mean: (i) the initial sale of shares Sales, including sales to each one or more Soliciting Dealer Dealers and to any their respective officers and employees and certain of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that . Furthermore, no selling commission shall be payable on the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale discount or on sales of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The Company shallterm “Special Sales” shall have the meaning ascribed to it in the Prospectus. The Marketing Contribution and Due Diligence Expense Allowance will, however, pay the marketing contribution be allowed and due diligence expense allowance in paid with respect of to those sales which are “Special Sales.” You acknowledge solely by virtue of (a) the presence of a contract for investment advisory and agree that all related brokerage services with the proposed investor/subscriber which includes a fixed or “wrap” fee feature, (b) being sales to the Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions, and (c) being sales of Shares which are entitled to a volume discount, including the Shares credited to an investor as a result of a volume discount. Any subsequent purchases of Shares by investors who initially purchased Shares net of the 7.5% selling commission are limited to a maximum discount of 5% of the public offering price per Share. Certain subscribers to the Company’s Shares may agree with their participating Soliciting Dealer and the Dealer Manager to have selling commissions due with respect to the purchase of their Shares paid over a period of up to six years pursuant to this Section 3(f) shall complya deferred commission option arrangement (the “Deferred Commission Option”), as more fully explained, and subject to the conditions set forth, under the section “Plan of Distribution-Deferred Commission Option” in the Company’s Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be required to pay a total of $9.40 per Share purchased upon subscription, rather than $10.00 per Share, with respect to which $0.15 per Share will be payable by the Company to the Dealer Manager as selling commissions due upon subscription, of which $0.10 per share may be reallowed to the participating Soliciting Dealer by the Dealer Manager. For each of the six years following such subscription on a date or dates to be determined by the Dealer Manager, $0.10 per Share will be paid by the Company to the Dealer Manager as deferred selling commissions with respect to Shares sold pursuant to the Deferred Commission Option, which amounts will be deducted from and paid out of cash distributions otherwise payable to such stockholders holding such Shares, and may be reallowed to the participating Soliciting Dealer by the Dealer Manager. The net proceeds to the Company will not be affected by the election of the Deferred Commission Option. Under this arrangement and based on a $10.00 per Share deemed value for each Share issued, a stockholder electing the Deferred Commission Option will pay a 1.5% selling commission, of which 1% will be reallowed, upon subscription, rather than a 7.5% selling commission, of which 7% will be reallowed, and an amount equal to up to a 1% selling commission per year thereafter for up to the next six years which will be deducted from and paid by the Company out of cash distributions otherwise payable to such stockholder. As in any volume discount situation, selling commissions are not paid on any Shares issued for a volume discount. Therefore, when the deferred commission option is used, no deductions will be made for deferred commission obligations from cash distributions payable on the Shares issued for a volume discount, because there will not be any deferred commission obligation as to those particular Shares. The number of Shares issued, if any, for a volume discount, will be determined as described above in accordance, with the rules Section 2.4 of the NASDAgreement. At such time, specifically includingif any, but that the Company’s Shares are listed on a national securities exchange or included for quotation on a national market system, or such listing or inclusion is reasonably anticipated to occur at any time prior to the satisfaction of the remaining deferred commission obligations, the Company shall accelerate all outstanding payment obligations under the Deferred Commission Option. The amount of the remaining selling commissions due shall be deducted and paid by the Company out of cash distributions otherwise payable to such Stockholders during the time period prior to any such listing of the Shares for trading on a national securities exchange or inclusion for quotation on a national market system; provided that, in no event may the Company withhold in excess of $.60 per Share in the aggregate during the six-year period following the subscription. The maximum amount that may be withheld and the maximum number of years for which selling commissions may be deferred will be lower when the volume discount provisions are also applicable and less than 6% of the selling commissions are deferred. To the extent that the cash distributions during such time period are insufficient to satisfy the remaining deferred selling commissions due, the obligations of the Company and the Company’s Stockholders to make any further payments of deferred selling commissions under the Deferred Commission Option shall terminate and the Dealer Manager (and participating Soliciting Dealers if the deferred selling commissions are reallowed to them by the Dealer Manager) will not in be entitled to receive any way limited to, Rule 2790 thereinfurther portion of the unpaid deferred selling commissions following any such listing for trading or inclusion for quotation of the Shares.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) The Company agrees to pay to you a selling commission equal to seven and one-half percent (7.5%) of 7% of the selling sales price of for each Share sold (except for which a sale is completed with respect to Special Sales) from the 150,000,000 Shares offered on a “"best efforts” " basis, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitations described below, as well as to offer to issue and sell to you for a purchase price of $.0008 per Soliciting Dealer Warrant, one Soliciting Dealer Warrant for every 25 Shares sold from the 150,000,000 Shares offered on a "best efforts" basis, of which seven percent (7.0%) such compensation may be retained or reallowed by you you, subject to federal and state securities laws, to the Soliciting DealersDealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement; (ii) provided, however, that the Company will not issue more than 6,000,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to two and one-half percent (2.52%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the selling sale price of each Share for which a sale is completed with respect to from the 150,000,000 Shares offered on a “"best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” " basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers. (b) Notwithstanding the provisions of Section 3(a) above, and subject . Subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 250,010 through the same Soliciting Dealer may receive a reduction of the customary 7% selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: Amount of Purchaser's Investment Maximum Amount of Selling -------------------------------- Commission Per Volume Discount From To Share ----------------- ----------- ----------- -------------- 1% $ 250,000 $ 499,999 250,010 $500,000 6% 2% $ 500,000 $ 999,999 500,010 $1,000,000 5% 3% $ 1,000,000 $ 2,499,999 1,000,010 $2,500,000 4% 4% $ 2,500,000 $ 4,999,999 2,500,010 $5,000,000 3% 5% $ 5,000,000 $ 9,999,999 5,000,010 $10,000,000 2% 6% $ 10,000,000 and over $10,000,010 more than 1% $10,000,010 Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with or fractional shares being rounded up to the nearest whole numbershares. Selling commissions will not be paid on any such whole Shares shares or fractional shares issued in respect of for a volume discount. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine . Certain purchases may be combined for the purpose of qualifying an investor for, for a volume discount and crediting a purchaser or purchasers with, with additional Shares provided that for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers, so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will A purchaser may combine subscriptions made in the Offering with other subscriptions in the Offering or with subscriptions from the Company's initial public offering pursuant to its registration statement declared effective by the same purchaser Commission on February 11, 1999 and its subsequent public offering pursuant to its registration statement declared effective by the Commission on February 1, 2001, for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” spouses may also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all common by such investor with others for purposes of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interestscomputing amounts invested. Purchases by taxTax-exempt or non tax-exempt entities Exempt Entities may only be combined with purchases by other taxTax-exempt entities Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same personPerson, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the taxTax-exempt entities who seek Exempt Entities whose purchases are sought to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investorbe combined. The investor must xxxx the “"Additional Investment” " space on the Subscription Agreement signature page Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if purchases, where the investor fails to xxxx the “"Additional Investment” " space. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the such submission; except however, the additional Shares to be credited to any taxTax-exempt entities Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each taxTax-exempt entity Exempt Entity and their combined purchases. (d) . Notwithstanding the abovepreceding paragraphs, in no event shall any investor receive a discount greater than five percent (5.0%) 5% on any purchase of Shares if the such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser's initial purchase and the amount of additional Shares prior that may be credited to subscribing. a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (e) (i) No taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable on any subscription rejected by with respect to particular Shares if the Company. The Company rejects a proposed subscriber's Subscription Agreement, which it may reject a subscription do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, marketing contribution Marketing Contribution or due diligence expense allowance Due Diligence Expense Allowance shall be paid payable in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or directly by the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, connection with the rules performance of services, to employees and associates of the NASDCompany and its Affiliates, specifically includingthe Advisor, but not in any way limited toAffiliates of the Advisor, Rule 2790 thereinthe Dealer Manager or their respective officers and employees and certain of their affiliates who request and are entitled to such discount. (ii) All selling commissions due hereunder payable to you will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder Stockholder by the Company, in an amount equal to the selling commissions payable with respect to such Shares; provided, provided however, that the Company mayreserves the right, in at its sole discretion, make these payments on to change the frequency of the payment of such commissions to a monthly basis. (fiii) The Certain other Special Sales shall be effected directly by the Company will and not pay the reallowable seven percent (7.0%) selling commissions in respect of Special Sales. For purposes of pursuant to this Agreement, “and no selling commission shall be payable in connection with such Special Sale” shall mean: (i) the initial sale of shares Sales, including sales to each one or more Soliciting Dealer Dealers and to any their respective officers and employees and certain of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that . Furthermore, no selling commission shall be payable on the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale discount or on sales of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “"wrap” " fee feature. The Company shallterm "Special Sales" shall have the meaning ascribed to it in the Prospectus. The Marketing Contribution and Due Diligence Expense Allowance will, however, pay the marketing contribution be allowed and due diligence expense allowance in paid with respect of “to those sales which are "Special Sales.” You acknowledge " solely by virtue of (a) the presence of a contract for investment advisory and agree that all related brokerage services with the proposed investor/subscriber which includes a fixed or "wrap" fee feature, (b) being sales to the Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions, and (c) being sales of Shares pursuant which are entitled to this Section 3(f) shall complya volume discount, and be made in accordance, with including the rules Shares credited to an investor as a result of a volume discount. Any subsequent purchases of Shares by investors who initially purchased Shares net of the NASD, specifically including, but not in any way 7% selling commission are limited to, Rule 2790 thereinto a maximum discount of 5% of the public offering price per Share.

DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following: (a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling gross offering price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting DealersDealers (the “Selling Commission”); (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price gross proceeds of each Share for which a sale is completed with respect to the Offering of Shares offered sold on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting DealersDealers (the “Marketing Contribution”); and (iii) all actual expenses incurred in connection with a reimbursement for any bona fide out-of-pocket, itemized and detailed due diligence investigation of the Company or the Offering up expenses in an amount not to exceed one-half percent (0.5%) of the selling price gross proceeds of each Share for which a sale is completed with respect to the Offering of Shares offered sold on a “best efforts” basis (except for certain Special Sales)basis, some portion of which may be reallowed by you to reimbursed, in the Soliciting Dealers for any bona fide due diligence expense incurred by Company’s sole discretion, from amounts paid as the Soliciting DealersMarketing Contribution or from Issuer Costs (as defined in Section 6 of this Agreement.) (b) Notwithstanding the provisions of Section 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission Selling Commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ $499,999 6% 2% $ 500,000 $ $999,999 5% 3% $ 1,000,000 $ $2,499,999 4% 4% $ 2,500,000 $ $4,999,999 3% 5% $ 5,000,000 $ $9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions Selling Commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discountShares. (i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering with other subscriptions in the Offering by the same purchaser for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page and provide a Letter of Instruction to identify the accounts to be combined in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “Additional Investment” spacespace and provide a Letter of Instruction. (ii) In the case of subsequent investments or combined investments, a volume discount shall be applicable only on the portion of the subsequent or combined investment that resulted in the investment exceeding the breakpoint. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. (e) (i) No commission shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason. In addition, no selling commission, marketing contribution Selling Commission or due diligence expense allowance Marketing Contribution shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to you or any of your or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You acknowledge and agree that all sales of Shares pursuant to this Section 3(e)(i) shall comply, and be made in accordance, with the rules of the NASDFINRA, specifically including, but not in any way limited to, FINRA Rule 2790 5130 therein. (ii) All selling commissions Selling Commissions due hereunder will be paid on a weekly basis, substantially concurrently with the acceptance of a subscriber as a stockholder by the Company; provided, however, that the Company may, in its sole discretion, make these payments on a monthly basis. (f) The Company will not pay the reallowable seven percent (7.0%) selling commissions Selling Commissions in respect of Special Sales. For purposes of this Agreement, “Special Sale” shall mean: (i) the initial sale of shares to each Soliciting Dealer and to any of their respective directors, officers, employees or affiliates who request and are entitled to purchase Shares net of selling commissions; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%); (ii) Shares credited to an investor as a result of a volume discount; (iii) the sale of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The Company shall, however, pay the marketing contribution and due diligence expense allowance in respect of “Special Sales.” You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, Rule 2790 therein.