Common use of DEALER-MANAGER COMPENSATION Clause in Contracts

DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 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 which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 3% of the sale price from the 51,000,000 Shares offered on a “best efforts” basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: $ 2,000 - $ 250,000 $ 10.00 $ 0.70 $ 250,001 - $ 500,000 $ 9.85 $ 0.55 $ 500,001 - $ 750,000 $ 9.70 $ 0.40 $ 750,001 - $ 1,000,000 $ 9.60 $ 0.30 $ 1,000,001 - $ 5,000,000 $ 9.50 $ 0.20 Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less. Selling commissions paid will in all cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “Volume Discounts”. Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares 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. As used herein, the term “Single Purchaser” will include (i) any person or entity, or persons or entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation partnership or other entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank or other trustee, person or entity (except an investment advisor registered under the Investment Advisors Act of 1940) exercises discretionary authority with respect to an investment in the Company. The investor must mxxx the “Additional Investment” space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to mxxx the “Additional Investment” space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions 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. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (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 with respect to particular Shares if the Company rejects a proposed subscriber’s Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or the Soliciting Dealers. Volume discounts will not be available to California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale of the Shares to difference purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability of quantity discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the offering; (iv) the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of Shares issued. (ii) All sales commissions payable to you will be paid on a monthly basis, substantially concurrently with the acceptance of a subscriber as a Stockholder by the Company, in an amount equal to the sales commissions payable with respect to such Shares; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis.

DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 20,000,000 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 below, to award and issue to you one Soliciting Dealer Warrant for every 50 Shares sold from the 20,000,000 Shares offered on a "best efforts" basis, of which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 31% of the sale price from the 51,000,000 20,000,000 Shares offered on a “"best efforts” " basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Agreement Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: $ 2,000 - $ 250,000 $ Amount of Single Purchase price per Share for Maximum Commission -------------------------- incremental Share in discount ------------------ Purchaser's Investment range Per Share -------------------------- ----------------------------- ------------------ $1,000 -$250,000 $10.00 $ $0.70 $ $250,001 - $ $500,000 $ $9.85 $ $0.55 $ $500,001 - $ $750,000 $ $9.70 $ $0.40 $ $750,001 - $ $1,000,000 $ $9.60 $ $0.30 $ $1,000,001 - $ $5,000,000 $ $9.50 $ $0.20 ------------------------------------------------------------------------------- Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s 's subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s 's sole discretion, be reduced to $0.20 per Share or less, but in no event will the proceeds to the Company from the sale of such Shares be less than $9.30 per Share (except for Shares sold to affiliates of the Company at a price of $9.10 per share, which is the purchase price per Share net of any selling commissions and organization and offering expenses). Selling commissions paid will in all cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “"Volume Discounts”". Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares 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. As used herein, the term “"Single Purchaser” " will include (i) any person or entity, or persons or entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation partnership or other entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank or other trustee, person or entity (except an investment advisor registered under the Investment Advisors Act of 1940) exercises discretionary authority with respect to an investment in the Company. The investor must mxxx xxxx the “"Additional Investment” " space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to mxxx xxxx the “"Additional Investment” " space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions 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. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (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 with respect to particular Shares if the Company rejects a proposed subscriber’s 's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or the Soliciting Dealers. Volume discounts will not be available to California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale of the Shares to difference purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability of quantity discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the offering; (iv) the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of Shares issued. (ii) All sales commissions payable to you will be paid on a monthly basis, substantially concurrently with the acceptance of a subscriber as a Stockholder by the Company, in an amount equal to the sales commissions payable with respect to such Shares; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis.

DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 20,000,000 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 below, to award and issue to you one Soliciting Dealer Warrant for every 50 Shares sold from the 20,000,000 Shares offered on a “best efforts” basis, of which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 31% of the sale price from the 51,000,000 20,000,000 Shares offered on a “best efforts” basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: $ 2,000 1,000 - $ 250,000 $ 10.00 $ 0.70 $ 250,001 - $ 500,000 $ 9.85 $ 0.55 $ 500,001 - $ 750,000 $ 9.70 $ 0.40 $ 750,001 - $ 1,000,000 $ 9.60 $ 0.30 $ 1,000,001 - $ 5,000,000 $ 9.50 $ 0.20 Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less, but in no event will the proceeds to the Company from the sale of such Shares be less than $9.30 per Share (except for Shares sold to affiliates of the Company at a price of $9.10 per share, which is the purchase price per Share net of any selling commissions and organization and offering expenses). Selling commissions paid will in all cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “Volume Discounts”. Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares 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. As used herein, the term “Single Purchaser” will include (i) any person or entity, or persons or entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation partnership or other entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank or other trustee, person or entity (except an investment advisor registered under the Investment Advisors Act of 1940) exercises discretionary authority with respect to an investment in the Company. The investor must mxxx xxxx the “Additional Investment” space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to mxxx xxxx the “Additional Investment” space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions 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. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (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 with respect to particular Shares if the Company rejects a proposed subscriber’s Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or the Soliciting Dealers. Volume discounts will not be available to California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale of the Shares to difference purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability of quantity discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the offering; (iv) the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of Shares issued. (ii) All sales commissions payable to you will be paid on a monthly basis, substantially concurrently with the acceptance of a subscriber as a Stockholder by the Company, in an amount equal to the sales commissions payable with respect to such Shares; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis.

DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 150,000,000 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 which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 3% of the sale price from the 51,000,000 150,000,000 Shares offered on a “best efforts” basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares reduced by the amount of the share purchase price discount. The total share purchase price will be cumulatively reduced for each share purchased in accordance with the following schedule: $ 2,000 - $ 250,000 $ 10.00 $ 0.70 $ 250,001 - $ 500,000 $ 9.85 $ 0.55 $ 500,001 - $ 750,000 $ 9.70 $ 0.40 $ 750,001 - $ 1,000,000 $ 9.60 $ 0.30 $ total volume ranges set forth in the table below. For a “Single Purchaser” Cumulative Purchase Price Per Share in Volume Discount Range Cumulative Selling Commission Per Share in Volume Discount Range 1,000,001 - $ – 5,000,000 $ 9.50 $ 0.20 + 9.55 0.25 Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less. Selling , but in no event will the proceeds to the Company from the sale of such Shares be less than $9.20 per Share (except for Shares sold to affiliates of the Company at a price of $9.00 per share, which is the purchase price per Share net of any sales commissions paid will in all cases be the same for the same level of salesand dealer manager fees). In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “Volume Discounts”. Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares 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. As used herein, the term “Single Purchaser” will include (i) any person or entity, or persons or entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation partnership or other entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank or other trustee, person or entity (except an investment advisor registered under the Investment Advisors Act of 1940) exercises discretionary authority with respect to an investment in the Company. The investor must mxxx xxxx the “Additional Investment” space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to mxxx xxxx the “Additional Investment” space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions 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. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (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 with respect to particular Shares if the Company rejects a proposed subscriber’s Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or the Soliciting Dealers. Volume discounts will not be available to California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale of the Shares to difference purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability of quantity discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the offering; (iv) the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of Shares issued. (ii) All sales commissions payable to you will be paid on a monthly basis, substantially concurrently with the acceptance of a subscriber as a Stockholder by the Company, in an amount equal to the sales commissions payable with respect to such Shares; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis.

DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 50,000,000 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 which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 31% of the sale price from the 51,000,000 50,000,000 Shares offered on a “best efforts” basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: $ 2,000 1,000 - $ 250,000 $ 10.00 $ 0.70 $ 250,001 - $ 500,000 $ 9.85 $ 0.55 $ 500,001 - $ 750,000 $ 9.70 $ 0.40 $ 750,001 - $ 1,000,000 $ 9.60 $ 0.30 $ 1,000,001 - $ 5,000,000 $ 9.50 $ 0.20 Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less. Selling commissions paid will in all cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “Volume Discounts”. Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares 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. As used herein, the term “Single Purchaser” will include (i) any person or entity, or persons or entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation partnership or other entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank or other trustee, person or entity (except an investment advisor registered under the Investment Advisors Act of 1940) exercises discretionary authority with respect to an investment in the Company. The investor must mxxx the “Additional Investment” space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to mxxx the “Additional Investment” space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions 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. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (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 with respect to particular Shares if the Company rejects a proposed subscriber’s Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or the Soliciting Dealers. Volume discounts will not be available to California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale of the Shares to difference purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability of quantity discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the offering; (iv) the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of Shares issued. (ii) All sales commissions payable to you will be paid on a monthly basis, substantially concurrently with the acceptance of a subscriber as a Stockholder by the Company, in an amount equal to the sales commissions payable with respect to such Shares; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis.

DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 50,000,000 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 below, to award and issue to you one Soliciting Dealer Warrant for every 50 Shares sold from the 50,000,000 Shares offered on a “best efforts” basis, of which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 31% of the sale price from the 51,000,000 50,000,000 Shares offered on a “best efforts” basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: $ 2,000 1,000 - $ 250,000 $ 10.00 $ 0.70 $ 250,001 - $ 500,000 $ 9.85 $ 0.55 $ 500,001 - $ 750,000 $ 9.70 $ 0.40 $ 750,001 - $ 1,000,000 $ 9.60 $ 0.30 $ 1,000,001 - $ 5,000,000 $ 9.50 $ 0.20 Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less, but in no event will the proceeds to the Company from the sale of such Shares be less than $9.30 per Share (except for Shares sold to affiliates of the Company at a price of $9.10 per share, which is the purchase price per Share net of any selling commissions and organization and offering expenses). Selling commissions paid will in all cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “Volume Discounts”. Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares 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. As used herein, the term “Single Purchaser” will include (i) any person or entity, or persons or entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation partnership or other entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank or other trustee, person or entity (except an investment advisor registered under the Investment Advisors Act of 1940) exercises discretionary authority with respect to an investment in the Company. The investor must mxxx the “Additional Investment” space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to mxxx the “Additional Investment” space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions 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. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (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 with respect to particular Shares if the Company rejects a proposed subscriber’s Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or the Soliciting Dealers. Volume discounts will not be available to California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale of the Shares to difference purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability of quantity discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the offering; (iv) the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of Shares issued. (ii) All sales commissions payable to you will be paid on a monthly basis, substantially concurrently with the acceptance of a subscriber as a Stockholder by the Company, in an amount equal to the sales commissions payable with respect to such Shares; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis.