Common use of Dealer Manager Expenses Clause in Contracts

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 3.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation to the Dealer Manager and provided further that such fees and expenses do not exceed $105,000; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. Any expenses reimbursed pursuant to this Section 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the offering, including but not limited to the compensation described in Section 3.1 herein and this Section 3.2. The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services to the Company incident to the Offering and for which the Dealer Manager will (i) request that the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide SCAS and the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annually.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 3.15.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are permitted to the extent permitted be reimbursed pursuant to prevailing rules and regulations of FINRAFINRA Rules, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation reasonable, relate to the Dealer Manager and provided further that such fees the Offering, and expenses do not exceed $105,000200,000, unless consented to by the Company; (e) technology related expenses costs and expenses associated with the initial integration of the Offering, and costs and expenses associated with providing information regarding the Shares, including the ownership of the Shares, by such broker dealer’s customers and (ef) non-accountable due diligence expenses in connection with the Offering, provided, however, that do when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not exceed 33.0% of offering proceedsthe gross proceeds from the Offering; provided, however, that, that no costs and or expenses shall be reimbursed by the Company pursuant to this Section 3.2 which 5.2 that would cause cause, as of the termination of the Offering, the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares as of (plus the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3Distribution Fees on DRIP Share). Any expenses reimbursed pursuant to this Section 3.2 5.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation documentation, including for subsection (f) above, as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary; provided, the amount of all items of compensationhowever, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the offering, including but not limited to the compensation described in Section 3.1 herein and this Section 3.2. The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services shall not request reimbursement of expenses pursuant to Section 5 until the Company incident to earlier of $50,000,000 of gross offering proceeds raised in the Offering and for which the Dealer Manager will (i) request that termination of the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide SCAS and the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annuallyOffering.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 3.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation to the Dealer Manager and provided further that such fees and expenses do not exceed $105,000; and (e) non-accountable due diligence expenses that do not exceed 3% of the gross offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. Any expenses reimbursed pursuant to this Section 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the offering, including but not limited to the compensation described in Section 3.1 herein and this Section 3.2. The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services to the Company incident to the Offering and for which the Dealer Manager will (i) request that the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide SCAS and the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annually.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 3.15(a), the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation to the Dealer Manager and provided further that such fees and expenses do not exceed $105,000$ ; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 5(b) which would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.35(c). Any expenses reimbursed pursuant to this Section 3.2 5(b) will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the offeringOffering, including but not limited to the compensation described in Section 3.1 5(a) herein and this Section 3.25(b). The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services to the Company incident to the Offering and for which the Dealer Manager will (i) request that the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide SCAS and the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annually.