Common use of Dealer Manager Fee Clause in Contracts

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the Company will pay to the Dealer Manager a dealer manager fee equal to 1/365th of 0.55% of the Company’s NAV each day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee Reallowance. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly basis in arrears not later than 30 calendar days after the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee that accrues daily equal to 1/365th of 0.55% of the Company’s NAV each for the Company’s outstanding Class A Shares and Class B Shares for such day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period Dealer Manager Fee shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow AccountAccount to the Company. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly monthly basis in arrears not later than 30 calendar days after arrears. The Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares in the OfferingShares, and or (iiiv) the thirty-year anniversary termination of the commencement of the Offeringthis Agreement.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee that accrues daily equal to 1/365th of 0.55% of the Company’s NAV for the Company’s outstanding Class A Shares and Class I Shares sold in each Offering for such day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly monthly basis in arrears not later than 30 calendar days after arrears. The Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to the Class A or Class I Shares will survive until the earliest to occur of (i) a listing of the Class A or Class I Shares on a national securities exchange, (ii) the Class A or Class I Shares to which such Dealer Manager Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0paid with respect to each Offering equals 10% of the gross proceeds raised from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the termination of this Agreement. The Company will pay to the Dealer Manager a dealer manager fee in the Offering, and (ii) the thirty-year anniversary amount of 2.75% of the commencement NAV per Class T Share of each Class T Primary Share sold in each Offering (the Offering“Class T Dealer Manager Fee”). The Class T Dealer Manager Fee payable to the Dealer Manager will be paid substantially concurrently with, but in no event more than ten (10) days after, the execution by the Company of orders submitted by purchasers of Class T Shares and all or a portion of which may be reallowed by the Dealer Manager to Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.

Dealer Manager Fee. Subject to the reduction provisions relating to volume discounts and other special circumstances described in or otherwise provided in the D/M Fee Reallowance below“Plan of Distribution” section of the Prospectus, the Company will pay to the Dealer Manager a dealer manager fee equal to 1/365th of 0.55% of the Company’s NAV each day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that ) of up to 3.0% of gross offering proceeds from the Primary sale of Class A Shares sold during and Class T Shares and up to 2.5% of gross offering proceeds from the Minimum Offering period shall not begin to accrue any sale of Class T2 Shares. The Dealer Manager Fees until will receive a Dealer Manager Fee in an amount equal to up to 2.0% of the date upon gross offering proceeds from the sale of Class I Shares, of which 1.0% will be funded by the Advisor without reimbursement from the Company. The 1.0% of the Dealer Manager Fee with respect to Class I Shares that is paid from offering proceeds will be waived in the event an investor purchases Class I Shares through a registered investment adviser that is not affiliated with a broker dealer. The Dealer Manager Fee payable in respect of Class A Shares, Class T Shares, Class T2 Shares and Class I Shares may be changed in the future by the consent of the Company, the Advisor and the Dealer Manager. Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares or Class T2 Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee amount payable by the Company has received and accepted subscriptions to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares or Class T2 Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Accounteach purchase. The Dealer Manager may reallow all or a portion of the Dealer Manager Fee equal Fee, and the amounts paid by the Advisor to an amount up the Dealer Manager pursuant to 1/365th this section, to Participating Broker-Dealers. The Dealer Manager’s reallowance of 0.20% of Dealer Manager Fees, and the Company’s NAV for such day (amounts paid by the “Reallowable Amount”) in Advisor to the event one or more Dealer Manager, pursuant to this section to a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will and the Advisor’s obligations to pay the Dealer Manager Fee amounts described in this Section 4(c) to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating BrokerInitial Offering or Follow-Dealers exceeds 10.0On Offering, as applicable, equals 10% of the gross proceeds raised from the sale of Primary Shares in the Offeringsuch offering, and or (iiiv) the thirty-year anniversary termination of the commencement of the Offeringthis Agreement.

Dealer Manager Fee. Subject to the reduction provisions relating to volume discounts and other special circumstances described in or otherwise provided in the D/M Fee Reallowance below“Plan of Distribution” section of the Prospectus, the Company will pay to the Dealer Manager a dealer manager fee equal of up to 1/365th of 0.553.0% of gross offering proceeds from the Company’s NAV each day during the term sale of this Agreement Class A Shares and Class T Shares (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any . The Dealer Manager Fees until will receive a Dealer Manager Fee in an amount equal to up to 2.0% of the date upon gross offering proceeds from the sale of Class I Shares, of which 1.0% will be funded by Advisor without reimbursement from the Company. The 1.0% of the Dealer Manager Fee with respect to Class I Shares that is paid from offering proceeds will be waived in the event an investor purchases Class I Shares through a registered investment adviser that is not affiliated with a broker dealer. The Dealer Manager Fee payable in respect of Class A Shares, Class I Shares and Class T Shares may be changed in the future by the consent of the Company, Advisor and the Dealer Manager. Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee amount payable by the Company has received and accepted subscriptions to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Accounteach purchase. The Dealer Manager may reallow all or a portion of the Dealer Manager Fee equal Fee, and the amounts paid by the Advisor to an amount up the Dealer Manager pursuant to 1/365th this section, to Participating Broker-Dealers. The Dealer Manager’s reallowance of 0.20% of Dealer Manager Fees, and the Company’s NAV for such day (amounts paid by the “Reallowable Amount”) in Advisor to the event one or more Dealer Manager, pursuant to this section to a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will and Advisor’s obligations to pay the Dealer Manager Fee amounts described in this Section 4(c) to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares in the OfferingShares, and or (iiiv) the thirty-year anniversary termination of the commencement of the Offeringthis Agreement.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, The Advisor or its affiliates other than the Company will pay to the Dealer Manager a (i) an up-front dealer manager fee equal in the amount of up to 1/365th of 0.553.0% of the Company’s NAV each day during sales price of the term Class A Shares in the Primary Offering, all or a portion of this Agreement which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class A Dealer Manager Fee”); provided, however, that (ii) an up-front dealer manager fee in the amount of up to 1.0% of the sales price of the Class I Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class I Dealer Manager Fee”), and all of which will be waived for purchases made through unaffiliated registered investment advisors; and (iii) an up-front dealer manager fee in the amount of up to 2.5% of the sales price of the Class T Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold during the Minimum Offering period shall not begin Offered Shares giving rise to accrue any such commissions (the “Class T Dealer Manager Fee,” and together with the Class A Dealer Manager Fee, the “Dealer Manager Fees”) as described in the Prospectus. The Dealer Manager’s reallowance of Dealer Manager Fees until to a particular Participating Dealer shall be as set forth in Schedule I to the date upon which the Company has received Participating Dealer Agreement with such Participating Dealer, and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of reallowance, if any, shall be determined by the Dealer Manager Fee equal to an amount up to 1/365th in its discretion based on factors including, but not limited to, the number of 0.20% of shares sold by such Participating Dealer and the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution assistance of such Participating Broker-Dealer Agreement. No later than in marketing the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceOffering. The Company will not pay the Dealer Manager Fee to the Dealer Manager on a quarterly basis in arrears not later than 30 calendar days after the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% any portion of the gross proceeds raised from the sale dealer manager fees and has no obligation of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offeringany kind to pay such fees.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee equal of up to 1/365th of 0.553.0% of gross offering proceeds from the Company’s NAV each day during the term sale of this Agreement Class A Shares and Class T Shares (the “Dealer Manager Fee”); provided, however, that (i) the Primary Shares sold during Dealer Manager Fee may be changed in the Minimum Offering period future by the mutual consent of the Company and the Dealer Manager and (ii) the Dealer Manager Fee shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow AccountAccount to the Company. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares Shares, or (iv) the termination of this Agreement. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Participating Broker-Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed ten percent (ii10.0%) of gross offering proceeds from the thirty-year anniversary of Primary Offering in the commencement of the Offeringaggregate.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee equal of up to 1/365th of 0.553.0% of gross offering proceeds from the Company’s NAV each day during the term sale of this Agreement Class A Shares and Class C Shares (the “Dealer Manager Fee”); provided, however, that (i) the Primary Shares sold during Dealer Manager Fee may be changed in the Minimum Offering period future by the mutual consent of the Company and the Dealer Manager and (ii) the Dealer Manager Fee shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow AccountAccount to the Company. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares Shares, or (iv) the termination of this Agreement. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Participating Broker-Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed ten percent (ii10.0%) of gross offering proceeds from the thirty-year anniversary of Primary Offering in the commencement of the Offeringaggregate.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, The Advisor or its affiliates other than the Company will pay to the Dealer Manager a (i) an up-front dealer manager fee equal in the amount of up to 1/365th of 0.552.5% of the Company’s NAV each day during sales price of the term Class A Shares in the Primary Offering, all or a portion of this Agreement which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class A Dealer Manager Fee”); provided, however, that (ii) an up-front dealer manager fee in the amount of up to 1.0% of the sales price of the Class I Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class I Dealer Manager Fee”), and all of which will be waived for purchases made through unaffiliated registered investment advisors; and (iii) an up-front dealer manager fee in the amount of up to 2.5% of the sales price of the Class T Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold during the Minimum Offering period shall not begin Offered Shares giving rise to accrue any such commissions (the “Class T Dealer Manager Fee,” and together with the Class A Dealer Manager Fee, the “Dealer Manager Fees”) as described in the Prospectus. The Dealer Manager’s reallowance of Dealer Manager Fees until to a particular Participating Dealer shall be as set forth in Schedule I to the date upon which the Company has received Participating Dealer Agreement with such Participating Dealer, and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of reallowance, if any, shall be determined by the Dealer Manager Fee equal to an amount up to 1/365th in its discretion based on factors including, but not limited to, the number of 0.20% of shares sold by such Participating Dealer and the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution assistance of such Participating Broker-Dealer Agreement. No later than in marketing the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceOffering. The Company will not pay the Dealer Manager Fee to the Dealer Manager on a quarterly basis in arrears not later than 30 calendar days after the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% any portion of the gross proceeds raised from the sale dealer manager fees and has no obligation of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offeringany kind to pay such fees.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee that accrues daily equal to 1/365th of 0.55% of the Company’s NAV each for the Company’s outstanding Class A Shares and Class I Shares for such day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly monthly basis in arrears not later than 30 calendar days after arrears. The Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to the Class A or Class I Shares will survive until the earliest to occur of (i) a listing of the Class A or Class I Shares on a national securities exchange, (ii) the Class A or Class I Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares Shares, or (iv) the termination of this Agreement. The Company will pay to the Dealer Manager a dealer manager fee in the Offering, and (ii) the thirty-year anniversary amount of 2.75% of the commencement NAV per Class T Share of each Class T Primary Share (the Offering“Class T Dealer Manager Fee”). The Class T Dealer Manager Fee payable to the Dealer Manager will be paid substantially concurrently with, but in no event more than ten (10) days after, the execution by the Company of orders submitted by purchasers of Class T Shares and all or a portion of which may be reallowed by the Dealer Manager to Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee that accrues daily equal to 1/365th of up to 0.55% of the Company’s NAV for the Company’s outstanding Class A Shares and Class I Shares sold in each Offering for such day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly monthly basis in arrears not later than 30 calendar days after arrears. The Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to the Class A or Class I Shares will survive until the earliest to occur of (i) a listing of the Class A or Class I Shares on a national securities exchange, (ii) the Class A or Class I Shares to which such Dealer Manager Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0paid with respect to each Offering equals 10% of the gross proceeds raised from the sale of Primary Shares but only with respect to Offered Shares sold in the Offering, and such Offering or (iiiv) the thirty-year anniversary termination of this Agreement. The Company will pay to the Dealer Manager a dealer manager fee of up to 2.50% of the commencement NAV per Class T Share of each Class T Primary Share sold in each Offering (the Offering.“Class T Dealer Manager Fee”). The Class T Dealer Manager Fee payable to the Dealer Manager will be paid substantially concurrently with, but in no event more than ten (10) days after, the execution by the Company of orders submitted by purchasers of Class T Shares and all or a portion of which may be reallowed by the Dealer Manager to

Dealer Manager Fee. Subject to the reduction provisions relating to volume discounts and other special circumstances described in or otherwise provided in the D/M Fee Reallowance below“Plan of Distribution” section of the Prospectus, the Company will pay to the Dealer Manager a dealer manager fee equal to 1/365th of 0.55% of the Company’s NAV each day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that ) of up to 3.0% of gross offering proceeds from the Primary sale of Class A Shares sold during and Class T Shares and up to 2.5% of gross offering proceeds from the Minimum Offering period shall not begin to accrue any sale of Class T2 Shares. The Dealer Manager Fees until will receive a Dealer Manager Fee in an amount equal to up to 2.0% of the date upon gross offering proceeds from the sale of Class I Shares, of which 1.0% will be funded by the Advisor without reimbursement from the Company. The 1.0% of the Dealer Manager Fee with respect to Class I Shares that is paid from offering proceeds will be waived in the event an investor purchases Class I Shares through a registered investment adviser that is not affiliated with a broker dealer. The Dealer Manager Fee payable in respect of Class A Shares, Class T Shares, Class T2 Shares and Class I Shares may be changed in the future by the consent of the Company, the Advisor and the Dealer Manager. Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares or Class T2 Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee amount payable by the Company has received and accepted subscriptions to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares or Class T2 Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Accounteach purchase. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal Fee, and the amounts paid by the Advisor to an amount up the Dealer Manager pursuant to 1/365th this section, to Participating Broker-Dealers. The Dealer Manager’s reallowance of 0.20% of Dealer Manager Fees, and the Company’s NAV for such day (amounts paid by the “Reallowable Amount”) in Advisor to the event one or more Dealer Manager, pursuant to this section to a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will and the Advisor’s obligations to pay the Dealer Manager Fee amounts described in this Section 4(c) to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating BrokerInitial Offering or Follow-Dealers exceeds 10.0On Offering, as applicable, equals 10% of the gross proceeds raised from the sale of Primary Shares in the Offeringsuch offering, and or (iiiv) the thirty-year anniversary termination of the commencement of the Offeringthis Agreement.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a (i) an up-front dealer manager fee equal in the amount of up to 1/365th of 0.553.0% of the Company’s NAV each day during gross proceeds from the term sale of this Agreement Class A Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class A Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to (ii) an amount up to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) up-front dealer manager fee in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee Reallowance. The Company will pay the Dealer Manager Fee up to the Dealer Manager on a quarterly basis in arrears not later than 30 calendar days after the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.01.0% of the gross proceeds raised from the sale of Primary Class I Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class I Dealer Manager Fee”), and all of which will be waived for purchases made through unaffiliated registered investment advisors; and (iiiii) an up-front dealer manager fee in the thirty-year anniversary amount of up to 2.5% of the commencement gross proceeds from the sale of Class T Shares in the Primary Offering, all or a portion of which may be reallowed to the Participating Dealer who sold the Offered Shares giving rise to such commissions (the “Class T Dealer Manager Fee,” and together with the Class A Dealer Manager Fee, the “Dealer Manager Fees”) as described in the Prospectus. The Dealer Manager’s reallowance of Dealer Manager Fees to a particular Participating Dealer shall be as set forth in Schedule I to the Participating Dealer Agreement with such Participating Dealer, and such reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer and the assistance of such Participating Dealer in marketing the Offering.

Dealer Manager Fee. Subject to the reduction provisions relating to volume discounts and other special circumstances described in or otherwise provided in the D/M Fee Reallowance below“Plan of Distribution” section of the Prospectus, the Company will pay to the Dealer Manager a dealer manager fee equal to 1/365th of 0.55% of the Company’s NAV each day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that ) of up to 3.0% of gross offering proceeds from the Primary sale of Class A Shares sold during and Class T Shares and up to 2.5% of gross offering proceeds from the Minimum Offering period shall not begin to accrue any sale of Class T2 Shares. The Dealer Manager Fees until will receive a Dealer Manager Fee in an amount equal to up to 2.0% of the date upon gross offering proceeds from the sale of Class I Shares, of which 1.0% will be funded by the Advisor without reimbursement from the Company. The 1.0% of the Dealer Manager Fee with respect to Class I Shares that is paid from offering proceeds will be waived in the event an investor purchases Class I Shares through a registered investment adviser that is not affiliated with a broker dealer. The Dealer Manager Fee payable in respect of Class A Shares, Class T Shares, Class T2 Shares and Class I Shares may be changed in the future by the consent of the Company, the Advisor and the Dealer Manager. Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares or Class T2 Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee amount payable by the Company has received and accepted subscriptions to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares or Class T2 Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Accounteach purchase. The Dealer Manager may reallow all or a portion of the Dealer Manager Fee equal Fee, and the amounts paid by the Advisor to an amount up the Dealer Manager pursuant to 1/365th this section, to Participating Broker-Dealers. The Dealer Manager’s reallowance of 0.20% of Dealer Manager Fees, and the Company’s NAV for such day (amounts paid by the “Reallowable Amount”) in Advisor to the event one or more Dealer Manager, pursuant to this section to a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will and the Advisor’s obligations to pay the Dealer Manager Fee amounts described in this Section 4(c) to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares in the OfferingShares, and or (iiiv) the thirty-year anniversary termination of the commencement of the Offeringthis Agreement.

Dealer Manager Fee. Subject to the reduction provisions relating to volume discounts and other special circumstances described in or otherwise provided in the D/M Fee Reallowance below“Plan of Distribution” section of the Prospectus, the Company will pay to the Dealer Manager a dealer manager fee equal of up to 1/365th of 0.553.0% of gross offering proceeds from the Company’s NAV each day during the term sale of this Agreement Class A Shares and Class T Shares (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until Fee may be changed in the date upon which future by the mutual consent of the Company has received and accepted subscriptions the Dealer Manager. Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the Minimum Offering and released applicable Dealer Manager Fee amount payable by the Company to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds from such subscriptions from the Escrow Accountfor each purchase. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal and the amounts paid by the Advisor to an amount up the Dealer Manager pursuant to 1/365th this section to Participating Broker-Dealers. The Dealer Manager’s reallowance of 0.20% of Dealer Manager Fees and the Company’s NAV for such day (amounts paid by the “Reallowable Amount”) in Advisor to the event one or more Dealer Manager pursuant to this section to a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will and Advisor’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a quarterly basis in arrears not later than 30 calendar days after national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares Shares, or (iv) the termination of this Agreement. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Participating Broker-Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee, exceed ten percent (ii10.0%) the thirty-year anniversary of the commencement of aggregate gross offering proceeds from the Primary Offering.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee equal of up to 1/365th of 0.553.0% of gross offering proceeds from the Company’s NAV each day during the term sale of this Agreement Class A Shares and Class C Shares (the “Dealer Manager Fee”); provided, however, that (i) the Primary Shares sold during Dealer Manager Fee may be changed in the Minimum Offering period future by the mutual consent of the Company and the Dealer Manager and (ii) the Dealer Manager Fee shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow AccountAccount to the Company. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up to 1/365th Soliciting Dealers. The Dealer Manager’s reallowance of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager Fees to a particular Soliciting Dealer shall provide a statement be as set forth in Schedule 1 to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for Soliciting Dealer Agreement with such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceSoliciting Dealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly monthly basis in arrears not later than 30 calendar days after arrears. The Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by paid with respect to the Dealer Manager and all Participating Broker-Dealers exceeds 10.0Offering equals 10% of the gross proceeds raised from the sale of Primary Shares Shares, or (iv) the termination of this Agreement. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed ten percent (ii10.0%) of gross offering proceeds from the thirty-year anniversary of Primary Offering in the commencement of the Offeringaggregate.

Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the The Company will pay to the Dealer Manager a dealer manager fee that accrues daily equal to 1/365th of 0.55% of the Company’s NAV for the Company’s outstanding Class A Shares and Class I Shares sold in each Offering for such day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more a particular Participating Broker-Dealer Agreements provide for such a reallowance (shall be as set forth in Schedule 1 to the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of Participating Broker-Dealer Agreement with such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee ReallowanceDealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly monthly basis in arrears not later than 30 calendar days after arrears. The Company’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to the Class A or Class I Shares will survive until the earliest to occur of (i) a listing of the Class A or Class I Shares on a national securities exchange, (ii) the Class A or Class I Shares to which such Dealer Manager Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) applicable time period prescribed by applicable FINRA rules or regulations, the date on at which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of total underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0paid with respect to each Offering equals 10% of the gross proceeds raised from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the termination of this Agreement. The Company will pay to the Dealer Manager a dealer manager fee in the Offering, and (ii) the thirty-year anniversary amount of 2.50% of the commencement NAV per Class T Share of each Class T Primary Share sold in each Offering (the Offering“Class T Dealer Manager Fee”). The Class T Dealer Manager Fee payable to the Dealer Manager will be paid substantially concurrently with, but in no event more than ten (10) days after, the execution by the Company of orders submitted by purchasers of Class T Shares and all or a portion of which may be reallowed by the Dealer Manager to Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.”

Dealer Manager Fee. Subject to the reduction redaction provisions relating to the D/M Fee Reallowance below, the Company will pay to the Dealer Manager a dealer manager fee equal to 1/365th of 0.55% of the Company’s NAV each day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee Reallowance. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly basis in arrears not later than 30 calendar days after the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering.