Common use of Dealers’ Commissions Clause in Contracts

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares total public offering price of Units sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares Units sold by it and accepted and confirmed by the CompanyGeneral Partners, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Units" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Partnership has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Units sold by Dealers participating in the offering of Shares Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Units, reimbursement and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of costs the Units sold are disbursed to the Partnership pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, Pennsylvania/Nebraska Required Capital or New York Required Capital, as applicable and expenses of attending educational conferences as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital, Pennsylvania/Nebraska Required Capital or New York Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0as follows: DISTRIBUTION CHANNEL PRIMARY SHARES -------------------- -------------- Dealers 7.00% of Advisers affiliated with a Dealer 0.00% No selling commissions or dealer manager fees will be payable in connection with Shares sold under the DRP. The preceding commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: SHARES PURCHASED IN THE TRANSACTION COMMISSION RATE ----------------------------------- --------------- 1 - 50,000 7.00% 50,001 - 100,000 6.00% 100,001 - 200,000 5.00% 200,001 - 300,000 4.00% 300,001 - 400,000 3.00% 400,001 - 500,000 2.00% 500,001 - and up 1.00% The above selling commissions shall be based on the gross proceeds of Shares sold by it such Dealer and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its the dealer manager fee to Dealers participating earned on the proceeds raised by a Dealer. This reallowance would be in the offering form of Shares as a marketing fees, fee and may also include a reimbursement of certain of a Dealer's distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to defray other distribution-related expensesattend a seminar sponsored by a Dealer. The Dealer Manager may also reimburse bona fide due diligence expenses of a Dealer in an amount up to 0.5% of the gross offering proceeds attributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except below or as otherwise provided in the “Plan of Distribution” section of the ProspectusProspectus (as amended and supplemented), the Dealer’s sales selling commission applicable to the public offering price of the Shares sold by Dealer the Dealer, which it is authorized to sell hereunder hereunder, is 7.0as follows: Sales through a Dealer earning transaction-based compensation 4% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of the gross proceeds of $10.00. All selling commissions shall be based on Shares sold by it the Dealer and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber, subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as upon the terms set forth herein or in the ProspectusProspectus (as amended and supplemented), the Dealer Manager may, in its sole discretion, may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to Dealers participating a separate marketing fee agreement. The Dealer Manager or, in certain cases at the offering option of Shares as marketing feesthe Company, reimbursement of costs and the Company, will pay or reimburse bona fide invoiced due diligence expenses of attending educational conferences or the Dealer unless such payment would cause the aggregate of such reimbursements to defray the Dealer and other distributionbroker-related dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. No selling commissions or a dealer manager fee will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its the dealer manager fee to Dealers participating in a Dealer. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the offering date of sale of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensessuch requests will not be honored by the Dealer Manager. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for (a) Subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as or otherwise provided in the “Plan of Distribution” section of the ProspectusProspectus or this Section V, the Dealer’s Dealer Manager agrees to pay the Dealer selling commissions in the amount of 6.0% of the selling price of each Class R Share for which a sale is completed from the Shares offered in the Offering. Dealer Manager will not pay selling commissions for sales commission applicable of DRP Shares, Class RIA Shares or Class I Shares. Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws, to the Shares Dealer who sold Class R Shares, as described more fully in this Agreement. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to Dealers on behalf of the Dealer which it is authorized Manager without incurring any liability. (b) Subject to sell hereunder is 7.0the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section V, as compensation for acting as the dealer manager, the Company will pay the Dealer Manager, a dealer manager fee in the amount of 2.0% of the selling price of each Class R Share (the “Dealer Manager Fee”) for which a sale is completed from the Class R or Class RIA Shares offered in the Offering. The Dealer Manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject to federal and state securities laws, to a Dealer who sold Shares, as described more fully in the Prospectus. No Dealer Manager Fee will be paid in connection with DRP Shares or Class I Shares. (c) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer under this Section V unless and until subscriptions for the purchase of Shares have been accepted by the Company and the gross proceeds of the Shares sold by it and accepted and confirmed are received by the Company. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, which commission will be payable by it being the sole and exclusive responsibility of the Dealer Manager. No sales Manager for payment of commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment planDealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor. The Company will not pay selling commissions or a dealer manager fee for shares sold under the DRP as set forth in the “Plan of Distribution” section of the Prospectus. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In additionThe Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. The Dealer acknowledges and agrees that no commissions, as set forth payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 2(b) of the Escrow Agreement. Until the Required Capital is obtained, investments will be held in escrow and, if the Required Capital is not obtained, such investments will be returned to the investors in accordance with the Prospectus. In the event that a subscription is revoked or rescinded, the Dealer shall be obligated to return to the Dealer Manager may, in its sole discretion, reallow a portion of its any commissions or reallowed dealer manager fee previously paid to Dealers participating the Dealer in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesconnection with such subscription. The parties hereby agree that the foregoing commission and dealer manager fee reallowance as set forth in the “Plan of Distribution” section of the Prospectus is not and will not be in excess of the usual and customary distributors’ or sellers’ commission arrangements received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering is limited to such commission and, as applicable, reallowed dealer manager fee, from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission or, if applicable, reallowed dealer manager fee, to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission selling commissions applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it in the primary offering and accepted and confirmed by the Company, which commission will commissions shall be payable by the Dealer Manager. No sales selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid forfor and the Minimum Offering or Higher Minimum Offering, as applicable, has been obtained. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission commissions from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering Offering of Shares as a marketing feesfee, reimbursement in an amount up to 1.5% of the gross proceeds of Shares sold by Dealer in the primary offering; and may pay out of a portion of its dealer manager fee up to 1% of the gross proceeds of Shares sold by Dealer in the primary offering as additional reimbursements of distribution and marketing-related costs and expenses, such as costs associated with attending or sponsoring conferences, technology costs, and other distribution and marketing-related costs and expenses of attending educational conferences such Dealer. As set forth in Section 3.3 of the Dealer Manager Agreement, the Dealer Manager may reimburse the Dealers up to 0.5% of gross proceeds raised in the Offering for bona fide out-of-pocket itemized and detailed due diligence expenses. The terms and conditions for payment of the fees and/or reimbursement arrangements shall be specified in Schedule I to this Selected Dealer Agreement. The Dealer shall have the responsibility for disclosing to investors the terms of any such selling commissions, marketing fee or other reimbursement or payment and any preferential treatment provided to defray other distribution-related expensesthe Dealer Manager in connection therewith, if applicable and to the extent required. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager Manager, the payments provided for on Schedule I to this Selected Dealer Agreement, if any, and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission payments to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and due diligence expense reimbursement a portion the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to [paragraph 3(a) of the Escrow Agreement]. Until the Required Capital or the Pennsylvania Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares as sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “"Plan of Distribution” " section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0up to 6.0% of the gross proceeds of Shares sold (up to 4.0% for shares issued pursuant to the dividend reinvestment plan) by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “"sold” " if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. Such reallowance shall be contained in Schedule 1 to this Selected Dealer Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer Dealers up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such DealerDealers. The Dealer Manager shall have the right to require the that any Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of for any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be promptly held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to residents of any other state that has imposed a State-Required Minimum Offering unless or until the gross proceeds of such sales are disbursed to defray other distributionthe Company pursuant to the Escrow Agreement. Until the applicable State-related expensesRequired Minimum Offering is obtained, investments from residents of that state will be held in escrow and, if the applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company expects to reimburse its advisor an amount equal to approximately 1.0% of the gross proceeds of the Shares sold in the Offering, as excluding proceeds from the distribution reinvestment plan, for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Dealer up Agreement. In no event will such payments exceed an amount equal to 0.51.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, and in no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by the Company’s sponsor. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other real estate investment programs sponsored by the Company’s sponsor, or to recommend that Dealer distribute securities offered by other real estate investment programs sponsored by the Company’s sponsor in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the Shares sold by the Dealer which it is authorized to sell hereunder is up to 7.0% of the gross proceeds of Shares sold by it the Dealer and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution dividend reinvestment plan. The Company may revise the amount of selling commissions applicable to Shares sold in the Offering in its discretion. In the event of any such change in the amount of selling commissions, the Dealer Manager shall notify the Dealer in writing of such change, in which event this Selected Dealer Agreement shall be deemed amended to the extent required to reflect such change in the amount of selling commissions. For these purposes, shares Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement up to a maximum to any Dealer of all of the dealer manager fee earned by the Dealer Manager with respect to Shares sold by such Dealer, to cover fees and costs associated with conferences sponsored by Dealers, and expenses of attending educational conferences or to defray other distribution-related expensescosts and expenses of the Dealers participating in the offering. The Dealer shall have the responsibility for disclosing to investors the terms of any such marketing fee reallowance and any preferential treatment provided to the Dealer Manager in connection therewith, if applicable and to the extent required. The terms and conditions of such reallowance shall be specified in Schedule 1 to this Selected Dealer Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer Dealers up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such DealerDealers. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with With respect to sales of Shares issued and sold pursuant to the Company’s distribution 's dividend reinvestment plan, the selling commission shall be an amount agreed upon by the Dealer Manager not to exceed 5.0% of the gross proceeds of such sales. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, the Pennsylvania Required Capital or the New York Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth in the “Plan of Distribution” Section of the Prospectus, which commission will be payable by paid to the Dealer Manager. No sales commissions shall be paid with respect to Shares issued Manager and sold pursuant reallowed to the Company’s distribution reinvestment planDealer. The Company will not be liable or responsible to the Dealer for direct payment of commissions to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealer. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the “Plan of Distribution” Section of the Prospectus, the Dealer Manager may, in its sole discretionpursuant to separately negotiated agreements, reallow a portion to Dealer up to 1.5% of its dealer manager fee the gross offering proceeds to Dealers broker-dealers participating in the Offering for marketing fees and expenses, conference fees and non-itemized, non-invoiced due diligence efforts as set forth in the “Plan of Distribution” section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares as marketing feesShares, reimbursement of costs and bona fide conference fees incurred. The Dealer Manager will pay or reimburse bona fide invoiced due diligence expenses of attending educational conferences or Dealer unless such payment would cause the aggregate of such reimbursements to defray Dealer and other distributionbroker-related dealers, together with all other organization and offering expenses, to exceed 15% of gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under “Selling Commissions” in the “Plan of Distribution” Section of the Prospectus, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement up to Dealers the limits set forth in the “Plan of Distribution” Section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares as marketing feesShares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. No selling commissions or a dealer manager fee will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its the dealer manager fee to Dealers participating a Dealer. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3 of the Escrow Agreement. Until the Required Capital, as defined in the offering of Shares as marketing feesEscrow Agreement, reimbursement of costs and expenses of attending educational conferences or is obtained, investments will be held in escrow and, if the Required Capital is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under “Compensation We Will Pay for the Sale of our Shares” in the “Plan of Distribution” Section of the Prospectus, which commission will be payable by paid to the Dealer Manager. No sales commissions shall be paid with respect to Shares issued Manager and sold pursuant reallowed to the Company’s distribution reinvestment planDealer. The Company will not be liable or responsible to the Dealer for direct payment of commissions to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealer. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretionpursuant to separately negotiated agreements, reallow a portion of its dealer manager fee in an aggregate amount up to Dealers 1.5% of the gross offering proceeds to broker-dealers participating in the offering of Shares Offering as marketing fees, including the cost of bona fide training and educational meeting and due diligence expense reimbursement as set forth in the “Plan of Distribution” section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred, and no more than 0.5% of gross offering proceeds for bona fide, separately invoiced due diligence expenses incurred as fees, costs and or other expenses of attending educational conferences or to defray other distribution-related expensesfrom third parties. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total offering price of Class A Common Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Class A Common Shares sold by it and accepted and confirmed by the CompanyManager as is set forth in the Prospectus, which commission will be payable paid by the Dealer Manager. No sales ; provided, however, that such selling commissions shall may be paid with respect to Shares issued reduced upon the written consent and sold pursuant to agreement of the Company’s distribution reinvestment planIssuer, the Dealer Manager and the Dealer. For these purposes, shares a "sale of Class A Common Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Issuer has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyIssuer. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion may re-allow out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to the percentage of the gross proceeds of Class A Common Shares sold by Dealers participating in the offering of Class A Common Shares as is set forth in the Prospectus, based on such factors as the number of Class A Common Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Class A Common Shares, reimbursement and bona fide expenses incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of costs and expenses the Class A Common Shares sold are disbursed to the Issuer pursuant to paragraph 6.1 of attending educational conferences or the Escrow Agreement. Until the Minimum Offering Amount, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering Amount is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Class A Common Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 paragraph 8 of the Dealer Manager Agreement, and that the Company Issuer is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the total public offering price of the offered Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of shares sold by a Dealer, the assistance of a Dealer in marketing the offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to selected broker-dealers in similar offerings being conducted during the Offering. Each Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to a Dealer in respect of the purchase of offered Shares by a Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Dealer (or its registered representative), or by an officer, director or employee of the Company or its affiliates. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager reimburse the dealer manager and selected broker-dealers for bona fide accountable due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses will be considered underwriting compensation subject to the 10% limitation and, when aggregated with all other nonaccountable expenses may reimburse Dealer up to 0.5not exceed 3% of gross proceeds for bona fide due diligence expenses incurred by such Dealeroffering proceeds. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. Selling commissions or dealer manager fee will be reduced, and the per Share cash price shall be adjusted accordingly to no lower than 90% of the per Share offering price, where the Dealer Manager and/or Dealer agree to reduce or eliminate selling commissions and/or dealer manager fees, as applicable, generally or with respect to a particular investment to accommodate a prospective investor or Dealer. No selling commissions or a dealer manager fee will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its the dealer manager fee to Dealers participating in a Dealer. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the offering date of sale of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensessuch requests will not be honored by the Dealer Manager. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by the Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions ; provided, however, that there shall be no selling commissions paid with respect to sales of Shares issued under the Company’s distribution reinvestment plan. In addition, the Dealer shall provide ongoing services to holders of Class T Shares in accordance with the Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to holders of Class T Shares, the Dealer will be paid a monthly distribution and stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 0.8% of the amount of the Company’s per share NAV of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although the Dealer may, in its sole discretion, provide ongoing services to holders of Class A Shares similar to those services provided to holders of Class T Shares. The Dealer will no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in the Offering at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total selling commissions and distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 7.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T Shares held in such account; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares, excluding Shares sold pursuant to the distribution reinvestment plan; (iii) the fifth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment planplan offering) terminates; (iv) the date such Class T Share is no longer outstanding; and (v) the date the Company effects a liquidity event. The distribution and stockholder servicing fee relates to the share or shares sold. The Dealer will not receive a distribution and stockholder servicing fee if such Dealer has not executed a Participating Dealer Agreement with the Dealer Manager or if such Dealer’s previously executed Participating Dealer Agreement with the Dealer Manager is terminated pursuant to the provisions of Article XI of this Selected Dealer Agreement; and provided further, that with respect to any individual investment, the Dealer will not receive a distribution and stockholder servicing fee if such Dealer ceases to hold the account related to such investment. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares as marketing feesShares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionThe Dealer acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, as dealer manager fee and distribution and stockholder servicing fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Agreement, but only to the extent that the total of such reimbursements for underwriting expenses and the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer up to 0.5Manager Agreement is no more than 10.0% of the gross offering proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer Manager shall have the right to require acknowledges that the Dealer Manager intends to pay transaction-based compensation to the Dealer Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by Xxxx Capital. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that the reimbursement Dealer distribute the Shares in addition to or in lieu of any such due diligence expensessecurities offered by other real estate investment programs sponsored by Xxxx Capital, or to recommend that the Dealer distribute securities offered by other real estate investment programs sponsored by Xxxx Capital in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. In addition, the Dealer Manager will be paid a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per Share of Class T Shares sold. The Dealer will no longer be entitled to the stockholder servicing fee on the earlier of (i) the date the Company lists its shares on a national securities exchange, merges or consolidates with or into another entity, or sells or disposes of all or substantially all of its assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of the Class A Shares, Class T Shares and Class W Shares in the Company’s primary offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of our primary offering, (iii) with respect to a particular Class T Share, the third anniversary of the issuance of the share, and (iv) the date that such Class T Share is redeemed or is no longer outstanding. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the distribution of Class T shares. Notwithstanding, if the Dealer Manager is notified that a Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares, then such Dealer shall not receive the stockholder servicing fee for any portion of the month in which such Dealer is not the broker dealer of record on the last day of the month. Thereafter, such stockholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into an agreement with the Dealer Manager that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is commissions are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by the Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales ; provided, however, that no selling commissions shall be paid with respect to sales of Shares issued and sold pursuant to the Company’s distribution reinvestment plan. In addition, the Dealer shall provide ongoing services to holders of Class T Shares in accordance with the Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to holders of Class T Shares, the Dealer will be paid a monthly distribution and stockholder servicing fee that will be calculated on a daily basis in an amount equal to 1/365th of 1.0% of the amount of the Company’s per share NAV of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although the Dealer may, in its sole discretion, provide ongoing services to holders of Class A Shares similar to those services provided to holders of Class T Shares. The Dealer will no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in the Offering at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T Shares held in such account, or a lower limit agreed upon between the Dealer Manager and the Dealer at the time such Class T shares were sold; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares, excluding Shares sold pursuant to the distribution reinvestment plan; (iii) the fourth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment plan offering) terminates; (iv) the date such Class T Share is no longer outstanding; and (v) the date the Company effects a liquidity event. The distribution and stockholder servicing fee relates to the share or shares sold. The Dealer will not receive a distribution and stockholder servicing fee if such Dealer has not executed a Selected Dealer Agreement with the Dealer Manager or if such Dealer’s previously executed Selected Dealer Agreement with the Dealer Manager is terminated pursuant to the provisions of Article XI of this Selected Dealer Agreement; and provided further, that with respect to any individual investment, the Dealer will not receive a distribution and stockholder servicing fee if such Dealer ceases to hold the account related to such investment. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares as marketing feesShares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionThe Dealer acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, as dealer manager fee and distribution and stockholder servicing fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Agreement, but only to the extent that the total of such reimbursements for underwriting expenses and the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer up to 0.5Manager Agreement is no more than 10.0% of the gross offering proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer Manager shall have the right to require acknowledges that the Dealer Manager intends to pay transaction-based compensation to the Dealer Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by Xxxx Capital. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that the reimbursement Dealer distribute the Shares in addition to or in lieu of any such due diligence expensessecurities offered by other real estate investment programs sponsored by Xxxx Capital, or to recommend that the Dealer distribute securities offered by other real estate investment programs sponsored by Xxxx Capital in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares total public offering price of Units sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares Units sold by it and accepted and confirmed by the CompanyGeneral Partners, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Units" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Partnership has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth specified in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee of up to 1.5% of the gross proceeds of Units sold by Dealers participating in the offering of Shares Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Units, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Distribution Agreement, and that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “"Plan of Distribution” " section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “"sold” " if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under "Selling Commissions" in the "Plan of Distribution" Section of the Prospectus, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement up to Dealers the limits set forth in the "Plan of Distribution" Section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares as marketing feesShares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company (no selling commissions will be paid for Shares sold pursuant to the Company's distribution reinvestment plan and no selling commissions will be paid for sales of Shares through investment advisory representatives affiliated with a participating broker-dealer in which the representative is compensated on a fee-for-service basis by the investor), which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee, a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital or the Pennsylvania Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0up to a maximum amount of 3.0% of the gross proceeds of the Class T Shares sold by it in the primary portion of the Offering and accepted and confirmed by the Company, which commission commissions will be payable by the Dealer Manager. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses pursuant to a separate marketing fee agreement. In addition, as compensation for providing ongoing or regular account or portfolio maintenance for a Class T stockholder, assisting with recordkeeping, assisting and processing distribution payments or providing other similar services as a Class T stockholder may reasonably require in connection with such stockholder’s investment in Class T Shares, the Dealer Manager will be paid and will generally re-allow to the Dealer a quarterly stockholder servicing fee that will accrue daily in an amount equal to 1/365th (1/366th during a leap year) of 1.0% of the purchase price per Share of Class T Shares sold by Dealer, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to Class T Shares held in any particular account on the earliest of (i) a listing of the Class T Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) after the termination of the primary portion of the Offering in which the initial Class T Shares in the account were sold, the end of the month in which total underwriting compensation paid in the primary portion of the Offering is not less than 10.0% of the gross proceeds of the primary portion of the Offering from the sale of Class T Shares and Class I Shares; and (iv) the end of the month in which the total stockholder servicing fees paid with respect to such Class T Shares purchased in the primary portion of the Offering is not less than 4.0% (or a lower limit as described in this Participating Dealer Agreement) of the gross offering price of those Class T Shares purchased in such Offering (excluding shares purchased through the Company’s distribution reinvestment plan). If the Company redeems a portion, but not all of the Class T Shares held in a stockholder’s account, the total stockholder servicing fee limit and amount of stockholder servicing fees previously paid will be prorated between the Class T Shares that were redeemed and those Class T Shares that were retained in the account. Likewise, if a portion of the Class T Shares in a stockholder’s account is sold or otherwise transferred in a secondary transaction, the total stockholder servicing fee limit and amount of stockholder servicing fees previously paid will be prorated between the Class T Shares that were transferred and the Class T Shares that were retained in the account. The stockholder servicing fee relates to the share or shares sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the Class T stockholders as set forth above; provided, however, that with respect to any individual investment, the Dealer Manager will not re-allow the related stockholder servicing fee to any Dealer if such Dealer ceases to hold the account related to such investment or fails to provide the aforementioned services. In addition, the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement or a servicing agreement with the Dealer Manager. No sales commissions or stockholder servicing fee shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions commissions, dealer manager fees and stockholder servicing fees payable is limited solely to the proceeds of commissions commissions, dealer manager fees and stockholder servicing fees receivable from the CompanyCompany or XXXX-Xxxxxxx REIT Advisor, LLC (the “Advisor”), and the Dealer hereby waives any and all rights to receive payment of commissions commissions, dealer manager fees and stockholder servicing fees due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is commissions, dealer manager fees and stockholder servicing fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions, dealer manager fees and stockholder servicing fees from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions, dealer manager fees and stockholder servicing fees to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for reasonable bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of the Class A Shares sold by it in the Primary Offering and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it in the Primary Offering and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. In addition, subject to the conditions described herein, the Dealer Manager will reallow to Dealer a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per Share of Class T Shares sold by Dealer in the Primary Offering. Notwithstanding, if the Dealer Manager is notified that Dealer is no longer the broker-dealer of record with respect to such Class T Shares, then Dealer shall not receive the stockholder servicing fee for any portion of the month in which Dealer is not the broker dealer of record on the last day of the month. Thereafter, such stockholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into an agreement with the Dealer Manager that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. As described in the Prospectus, the Company will cease paying the stockholder servicing fee on any Class T Share at the earlier of (i) the date the Company lists its shares on a national securities exchange, merges or consolidates with or into another entity, or sells or dispose of all or substantially all of its assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A Shares, Class T Shares and Class W Shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, (iii) with respect to a particular Class T Share, the third anniversary of the issuance of the share, and (iv) the date that such Class T Share is redeemed or is no longer outstanding. No sales commissions commissions, reallowed dealer manager fees or stockholder servicing fees shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment planDRP. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions commissions, reallowed dealer manager fees and stockholder servicing fees payable is limited solely to the proceeds of commissions commissions, dealer manager fees and stockholder servicing fees, as applicable, receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions commissions, reallowed dealer manager fees and stockholder servicing fees due until such time as the Dealer Manager is in receipt of the commission commission, dealer manager fees or stockholder servicing fees, as applicable, from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares Dealer as marketing fees, due diligence, reimbursement of costs and expenses of attending educational conferences conferences, or to defray other distribution-related expensesexpenses pursuant to a separate agreement. Notwithstanding anything herein to the contrary, Dealer will not be entitled to receive any selling commissions, dealer manager fees or stockholder servicing fees which would cause the aggregate amount of selling commissions, dealer manager fees, stockholder servicing fees and other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) paid from any source in connection with the Offering to exceed ten percent (10.0%) of the gross proceeds raised from the sale of Shares in the Primary Offering. The parties hereby agree that the foregoing commission is commissions and any reallowed dealer manager fee are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions and any reallowed dealer manager fee or dealer manager servicing fee from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions and any reallowed dealer manager fee to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Notwithstanding the foregoing, no such payment will be made if such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Prospectus, FINRA rules and other applicable laws and regulations.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment planDRIP. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering Offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid forfor and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering Offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscribertransaction. Notwithstanding the foregoing, and such no commissions, payments or amount whatsoever will be paid to the Dealer Manager under this Section IV unless or until $2,000,000 in Shares have been fully paid forsold by the Dealer Manager and its Dealers (the “Minimum Offering”). Until the Minimum Offering is obtained, proceeds from the sale of Shares will be held in escrow and, if the Minimum Offering is not obtained, will be returned to the investors in accordance with the terms of the Prospectus. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. Selling commissions or dealer manager fee will be reduced, and the per Share cash price shall be adjusted accordingly to no lower than 90% of the per Share offering price, where the Dealer Manager and/or Dealer agree to reduce or eliminate selling commissions and/or dealer manager fees, as applicable, generally or with respect to a particular investment to accommodate a prospective investor or Dealer. No selling commissions, dealer manager fee or organizational and offering expenses will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its the dealer manager fee to Dealers participating in a Dealer. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the offering date of sale of Shares or such requests will not be honored by the Dealer Manager. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as marketing fees, a condition to the reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related any such due diligence expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts applicable to Class T Shares and Class S Shares as described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable Dealer Manager shall pay to the Dealer a selling commission that differs based on whether a Class T Share, Class S Share, Class D Share or Class I Share was sold. With respect to Class T Shares sold by in the primary offering, the Dealer which it is authorized Manager shall pay the Dealer a selling commission of up to sell hereunder is 7.03.0% of the gross offering proceeds of the Class T Shares sold by it and accepted and confirmed by the Company. With respect to Class S Shares sold in the primary offering, the Dealer Manager shall pay the Dealer a selling commission of up to 3.5% of the gross offering proceeds of the Class S Shares sold by it and accepted and confirmed by the Company. The Dealer shall not be paid any selling commissions or dealer manager fees with respect to the sale of Class D Shares and Class I Shares. As provided in the “Plan of Distribution” section of the Prospectus and in Section 3.5 of the Dealer Manager Agreement, the Dealer Manager, in its sole discretion and subject to FINRA rules concerning underwriting compensation, may pay or reimburse Dealer for certain underwriting costs and expenses related to the distribution of the Offering, such as fees to attend retail seminars sponsored by Dealer, reimbursements for registered representatives of Dealers to attend educational conferences sponsored by the Company or the Dealer Manager, reimbursements for customary travel, lodging, meals and reasonable entertainment expenses and promotional items and marketing fees. The Dealer Manager will pay these expenses out of the portion of the selling commissions, dealer manager fees, or distribution and stockholder servicing fees that it retains, if any, or will pay such amounts and be reimbursed for such payments by the Advisor or the Company, subject to the 10.0% limit on total underwriting compensation imposed by FINRA Rule 2310, as described in the “Plan of Distribution” section of the Prospectus. The terms and conditions for payment of any marketing fees also shall be specified further in Schedule I to this Selected Dealer Agreement. As set forth in Section 3.5 of the Dealer Manager Agreement, the Dealer Manager may also reimburse the Dealer for bona fide out-of-pocket itemized and detailed due diligence expenses. Additionally, in the Dealer Manager’s discretion, it may reallow or advance to the Dealer up to all of the distribution and stockholder servicing fee to be paid to the Dealer Manager pursuant to the Dealer Manager Agreement for the Class T Shares, Class S Shares or Class D Shares sold by the Dealer. The amount of the distribution and stockholder servicing fee to be reallowed or advanced to the Dealer is set forth on Schedule II to this Selected Dealer Agreement. Notwithstanding the foregoing, if the Dealer Manager is notified that the Dealer is no longer the broker-dealer of record with respect to Class T Shares, Class S Shares or Class D Shares sold by the Dealer, then the Dealer’s entitlement to the distribution and stockholder servicing fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, shall cease, and the Dealer shall not receive the distribution and stockholder servicing fees for any portion of the month in which commission will the Dealer is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares is made in connection with a change in the registration of record for such Class T Shares, Class S Shares or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer shall be payable entitled to a pro rata portion of the distribution and stockholder servicing fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, for the portion of the month for which the Dealer was the broker-dealer of record. Thereafter, such distribution and stockholder servicing fees may be paid by the Dealer ManagerManager to the then-current broker-dealer of record with respect to the Class T Shares, Class S Shares or Class D Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such payment. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. As set forth in Section 3.4 of the Dealer Manager Agreement, the Company will cease paying distribution and stockholder servicing fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the total selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to such Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.50% of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under the Company's distribution reinvestment plan with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under the Company’s distribution reinvestment plan or pursuant to stock dividends with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Company will cease paying distribution and stockholder servicing fees with respect to each Class T Share, Class S Share and Class D Share on the earlier to occur of the following: (i) a listing of the Shares, (ii) the merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including upfront selling commissions, distribution and stockholder servicing fees and other underwriting compensation, is equal to 10.0% of the gross proceeds from the Offering. The Company will further cease paying the distribution and stockholder servicing fee on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction in which the Company is a party and in which the Class T Shares, Class S Shares or Class D Shares, each as a class, are exchanged for cash or other securities. No sales selling commissions or dealer manager fees shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposespurposes of this Selected Dealer Agreement, shares Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, subscriber and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions and other amounts payable to the Dealer is limited solely to the proceeds of commissions receivable and other payments received from the Company. The Dealer shall have the responsibility for disclosing to investors the terms of any such selling commissions, distribution and stockholder servicing fees or other reimbursement or payment and any preferential treatment provided to the Dealer Manager in connection therewith, if applicable and to the extent required. The Dealer shall have no right to receive, and the Dealer hereby waives any and all rights Manager shall have no obligation to receive make, payment of commissions due any selling commissions, fees, or reimbursements until such time as the Dealer Manager is in receipt of the commission from the Company. In additionCompany of such selling commissions, as set forth in or the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee from which such fees or reimbursements are to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbe paid. The parties hereby agree that the foregoing commission is selling commissions, fees and other payments are not in excess of the usual and customary distributors’ or sellers’ commission commissions, fees and payments received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering Offering is limited to such commission selling commissions, fees and payments from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission payments to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its the dealer manager fee to Dealers participating earned on the proceeds raised by a Dealer. This reallowance would be in the offering form of Shares as a marketing fees, fee and may also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences or and direct attendance fees the Company may pay to defray other distribution-related expensesattend a seminar sponsored by a Dealer. That portion of the reallowance constituting a marketing fee to a Dealer shall not exceed 1.5% of the gross sales of such Dealer and, in the aggregate, the entire dealer manager fee reallowance to all Dealers shall not exceed 1.5% of gross offering proceeds. The Dealer Manager may also reimburse bona fide due diligence expenses of a Dealer in an amount up to 0.5% of the gross offering proceeds attributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under “Compensation We Will Pay for the Sale of our Shares” in the “Plan of Distribution” Section of the Prospectus, which commission will be payable by paid to the Dealer Manager. No sales commissions shall be paid with respect to Shares issued Manager and sold pursuant reallowed to the Company’s distribution reinvestment planDealer. The Company will not be liable or responsible to the Dealer for direct payment of commissions to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealer. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretionpursuant to separately negotiated agreements, reallow a portion of its dealer manager fee in an aggregate amount up to Dealers 1.5% of the gross offering proceeds to broker-dealers participating in the offering of Shares Offering as marketing fees, including the cost of bona fide training and educational meeting and due diligence expense reimbursement as set forth in the “Plan of Distribution” section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred, and no more than 0.5% of gross offering proceeds for bona fide, separately invoiced due diligence expenses incurred as fees, costs or other expenses from third parties. Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of attending educational conferences the Shares sold are disbursed to the Company pursuant to paragraph of the Escrow Agreement. Until the Required Capital, New York Required Capital or the Pennsylvania Required Capital, as applicable and as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital, the New York Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the selling Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the selling Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the selling Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager Managers may, in its their sole discretion, reallow a portion of its the dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the selling Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager Managers may reimburse Dealer up to 0.5% an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager Managers shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for Subject to volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission selling commissions applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder in the Primary Offering is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Companycompany, which commission will be payable paid by the Dealer Manager. No sales selling commissions shall will be paid in connection with respect to the purchase of any Shares issued and sold pursuant to in the Company’s distribution reinvestment planDrip. For these purposes, shares a “sale” of Shares in the Primary Offering shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that commission to the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Manager in connection with such transaction. Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. Dealer affirms that the Dealer Manager’s liability for commissions payable to Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Dealer’s sale of Shares in the Primary Offering. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, discretion may reallow a portion of its dealer manager fee the Dealer Manger Fee to Dealers participating in the offering of Shares Dealer as marketing fees, reimbursement of costs and expenses of attending educational conferences fees or to defray other distribution-related expenses, which 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 Dealer, the assistance of such Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to Dealers in similar offerings being conducted at the same time. Such reallowance, if any, is described on Schedule 1 to this Agreement. Dealer acknowledges and agrees that no selling commissions or Dealer Manager Fee shall be payable for Shares sold in the DRIP or in respect of the purchase of Shares: (i) through an investment advisory representative affiliated with a Dealer who is paid on a fee-for-service basis by the investor (ii) by a Participating Dealer (or such Participating Dealer’s registered representative), or (iii) by an officer, director or employee of the Company or its affiliates and others identified by the Company to the extent consistent with applicable laws and regulations. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Dealer Manager unless or until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commission's receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion may re-allow out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares as sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs and expenses the Shares to Pennsylvania residents unless or until the gross proceeds of attending educational conferences or such sales are disbursed to defray other distribution-related expensesthe Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company expects to reimburse its advisor an amount equal to approximately 1.0% of the gross proceeds of the Shares sold in the Offering, as excluding proceeds from the distribution reinvestment plan, for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Dealer up to 0.5Agreement. In no event will total underwriting compensation exceed 10.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other Xxxx-sponsored real estate investment programs. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other Xxxx-sponsored real estate investment programs, or to recommend that Dealer distribute securities offered by other Xxxx-sponsored real estate investment programs in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. The Dealer Manager will assign Soliciting Dealer Warrants (as marketing feesdefined in the Dealer Manager Agreement) to the Dealer as set forth in the "Plan of Distribution" Section of the Prospectus and pursuant to the terms of the Warrant Purchase Agreement dated February ___, reimbursement 2003, in the form attached hereto as Exhibit B (the "Warrant Purchase Agreement"). As provided in the Warrant Purchase Agreement, a record of costs the assignment of such Soliciting Dealer Warrants will be maintained by the Company in book-entry form only (until such time as the Company begins issuing certificates evidencing its Soliciting Dealer Warrants, which shall be no later than such time as the Company begins issuing certificates for its Shares) on a quarterly basis commencing 60 days after the date on which Shares are first sold pursuant to the Offering. Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of attending educational conferences the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital or the Pennsylvania/Nebraska Required Capital, as applicable and as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania/Nebraska Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with With respect to sales of Shares issued and sold pursuant to the Company’s distribution 's dividend reinvestment plan, the selling commission shall be an amount agreed upon by the Dealer Manager not to exceed 5.0% of the gross proceeds of such sales. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Under the rules of the NASD, total underwriting compensation, including sales commissions, the dealer manager fee and underwriter expense reimbursement, may not exceed 10% of the gross proceeds from the sale of the Shares, except for bona fide due diligence expenses, which may not exceed 0.5% of the gross proceeds from the sale of the Shares. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, the Pennsylvania Required Capital or the New York Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " sections of the Prospectus, the Dealer’s 's sales commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee to certain marketing expense reimbursements based on the gross proceeds of Shares sold by Dealers participating in the offering of Shares and such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and bona fide expenses of attending educational conferences or to defray other distribution-related expensesincurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that the Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for (a) Subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as or otherwise provided in the “Plan of Distribution” section of the ProspectusProspectus or this Section V, the Dealer’s sales commission applicable Dealer Manager agrees to pay the Shares sold by Dealer which it is authorized to sell hereunder is 7.0selling commissions in the amount of 6.0% of the gross proceeds selling price of each Class A Share for which a sale is completed from the Class A Shares sold by it offered in the Offering and accepted and confirmed by 3.50% of the Company, selling price of each Class L Share for which commission a sale is completed from the Class L Shares offered in the Offering. Dealer Manager will be payable by the Dealer Manager. No sales not pay selling commissions shall be paid with respect to Shares for shares issued and sold pursuant to through the Company’s distribution reinvestment planplan (“DRIP Shares”) or sales of Class C Shares or Class I Shares or any Shares sold or issued prior to or outside of this Offering. Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws, to the Dealer who sold Class A Shares, as described more fully in this Agreement. In no event shall the Dealer be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to Dealers on behalf of the Dealer Manager without incurring any liability therefor. (b) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section V, as compensation for acting as the dealer manager, the Fund will pay the Dealer Manager distribution and/or service fees (the “Distribution and Service Fees”) and the holders will pay the Dealer Manager a dealer manager fee (the “Dealer Manager Fee”) as set forth in the Dealer Manager Agreement. The Dealer Manager may retain or re-allow all or a portion of the Distribution and Service Fees and the Dealer Manager Fee, subject to federal and state securities laws, to a Dealer who sold Class A Shares, Class C Shares or Class L Shares, as described more fully in this Agreement. No Dealer Manager Fee will be paid in connection with DRIP Shares, Class I Shares, or any Shares sold or issued prior to or outside of this Offering. (c) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer under this Section V unless and until subscriptions for the purchase of Shares have been accepted by the Company and the gross proceeds of the Shares sold are received by the Company and, in the case of the Distribution and Service Fees, to the extent such shares are then-outstanding. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor. The Company will not pay selling commissions or a dealer manager fee for shares issued under the DRIP as set forth in the “Plan of Distribution” section of the Prospectus. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, The Dealer affirms that the Dealer Manager may, in its sole discretion, reallow a portion Manager’s liability for commissions payable is limited solely to the proceeds of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensescommissions receivable associated therewith. The parties hereby agree that the foregoing commission and dealer manager fee reallowance as set forth in the “Plan of Distribution” section of the Prospectus is not and will not be in excess of the usual and customary distributors’ or sellers’ commission arrangements received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering is limited to such commission and, as applicable, reallowed dealer manager fee, from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission or, if applicable, reallowed dealer manager fee, to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer in the primary offering which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it in the primary offering and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with With respect to sales of Shares issued and sold pursuant to the Company’s distribution dividend reinvestment plan, no selling commission shall be paid. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Under the rules of the NASD, total underwriting compensation, including sales commissions, the dealer manager fee and underwriter expense reimbursement, may not exceed 10% of the gross proceeds from the sale of the Shares, except for bona fide due diligence expenses, which may not exceed 0.5% of the gross proceeds from the sale of the Shares. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, the Pennsylvania Required Capital or the New York Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under the “Plan of Distribution - Compensation We Will Pay for the Sale of Our Shares” and “- Volume Discounts” sections of the Prospectus, which commission will be payable by paid to the Dealer Manager. No sales commissions shall be paid with respect to Shares issued Manager and sold pursuant reallowed to the Company’s distribution reinvestment planDealer. The Company will not be liable or responsible to the Dealer for direct payment of commissions to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealer. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, The Dealer affirms that the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission Manager’s liability for commissions payable is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar limited solely to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 proceeds of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealercommissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer reallow out of its dealer manager fee a marketing fee and due diligence expense reimbursement up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.limits set forth in the

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the commission to the Dealer Manager in connection with such transaction. Notwithstanding the foregoing, purchasers will have five days from the date of their respective subscription agreement agreements to cancel their purchases and therefore a sale of the Shares shall not be deemed completed until such subscriber, and such Shares have been fully paid forfive business day period has expired. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs and expenses the Shares to Pennsylvania residents unless or until the gross proceeds of attending educational conferences or such sales are disbursed to defray other distribution-related expensesthe Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company expects to reimburse its advisor an amount equal to approximately 0.95% of the gross proceeds of the Shares sold in the Offering, as excluding proceeds from the distribution reinvestment plan, for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Dealer up Agreement, and that the Company expects its sponsor to 0.5pay an amount equal to approximately 0.05% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, for bona fide due diligence additional underwriting expenses incurred without reimbursement by the Company. In no event will such Dealerpayments exceed an amount equal to 1.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, and in no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other Xxxx-sponsored real estate investment programs. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other Xxxx-sponsored real estate investment programs, or to recommend that Dealer distribute securities offered by other Xxxx-sponsored real estate investment programs in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for (a) Subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as or otherwise provided in the “Plan of Distribution” section of the ProspectusMemorandum or this Section V, the Dealer’s sales commission applicable Dealer Manager agrees to pay the Shares sold by Dealer which it is authorized selling commissions in the amount of up to sell hereunder is 7.02.85% of the gross proceeds selling price of Shares sold by it and accepted and confirmed by each Share for which a sale is completed in the Company, which commission Offering. Dealer Manager will be payable by the Dealer Manager. No sales not pay selling commissions shall be paid with respect to Shares for shares issued and sold pursuant to through the Company’s distribution reinvestment planplan (“DRIP Shares”) or any Shares sold or issued prior to or outside of this Offering. Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws and FINRA compensation rules, to the Dealer who sold Shares, as described more fully in this Agreement. In no event shall the Dealer be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to Dealers on behalf of the Dealer Manager without incurring any liability therefor. (b) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section V, as compensation for acting as the dealer manager, the Company will pay the Dealer Manager a dealer manager fee in the amount of 1.15% of the selling price of each Share (the “Dealer Manager Fee”) for which a sale is completed from such Shares in the Offering. The Dealer Manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject to federal and state securities laws and FINRA’s compensation rules, to a Dealer who sold the Shares, as described more fully in this Agreement. No Dealer Manager Fee will be paid in connection with DRIP Shares or any Shares sold or issued prior to or outside of this Offering. (c) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer under this Section V unless and until subscriptions for the purchase of Shares have been accepted by the Company and the gross proceeds of the Shares sold are received by the Company. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor. The Company will not pay selling commissions or a dealer manager fee for shares issued under the DRIP as set forth in the “Plan of Distribution” section of the Memorandum. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in The Dealer affirms that the ProspectusDealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. (d) To the extent applicable, the Dealer Manager mayshall cause the Adviser to pay, in its sole discretionfrom the Adviser’s own revenue and not from the Company’s funds, reallow a portion such Dealer additional compensation (the “Additional Compensation”) of its dealer manager fee up to Dealers participating in 3.15% of the offering selling price of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenseseach Share. The parties hereby agree that the foregoing commission and dealer manager fee reallowance as set forth in the “Plan of Distribution” section of the Memorandum is not and will not be in excess of the usual and customary distributors’ or sellers’ commission arrangements received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering is limited to such commission and, as applicable, reallowed dealer manager fee, from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission or, if applicable, reallowed dealer manager fee, to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in or as provided in the “"Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares total public offering price of Units sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares Units sold by it and accepted and confirmed by the CompanyGeneral Partners, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Units" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Partnership has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth specified in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee of up to 1.5% of the gross proceeds of Units sold by Dealers participating in the offering of Shares Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Units, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Distribution Agreement, and that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “"Plan of Distribution” " section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “"sold” " if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. Such reallowance shall be contained in Schedule 1 to this Selected Dealer Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer Dealers up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such DealerDealers. The Dealer Manager shall have the right to require the that any Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of for any such due diligence expenses.

Dealers’ Commissions. Except for (a) Subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as or otherwise provided in the “Plan of Distribution” section of the ProspectusProspectus or this Section V, the Dealer’s Dealer Manager agrees to pay the Dealer selling commissions in the amount of 7.0% of the selling price of each Class R Share for which a sale is completed from the Shares offered in the Offering. Alternatively, if Dealer elects to receive selling commissions equal to 7.5% in accordance with this Agreement, the Dealer Manager agrees to pay the Dealer selling commissions in the amount of 7.5% of the selling price of each Class R Share for which a sale is completed from the Shares offered in the Offering, 2.5% of which selling commissions shall be payable at the time of such sale and 1% of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. Dealer Manager will not pay selling commissions for sales commission applicable of DRP Shares, Class W Shares or Class I Shares. Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws, to the Dealer who sold Class R Shares, as described more fully in this Agreement. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to Dealers on behalf of the Dealer Manager without incurring any liability. (b) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section V, as compensation for acting as the dealer manager, the Company will pay the Dealer Manager, a dealer manager fee in the amount of 3.0% of the selling price of each Class R Share or Class W Share for which a sale is completed from the Shares offered in the Offering (the “Dealer Manager Fee”). Notwithstanding, the Dealer Manager Fee will be reduced to 2.5% if the selling commission for any Class R Share is 7.5% as described above. The Dealer Manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject to federal and state securities laws, to a Dealer who sold Shares, as described more fully in the Prospectus. No Dealer Manager Fee will be paid in connection with DRP Shares or Class I Shares. (c) The Company will pay to the Dealer Manager a platform fee with respect to Class I Shares equal to 1/365th of 0.70% of the Company’s net asset value (as described in the Prospectus) each day during the term of this Agreement (the “Platform Fee”). No Platform Fee will be paid in connection with Class R Shares, Class W Shares or DRP Shares. The Company will pay the Platform Fee to the Dealer Manager on a monthly in arrears not later than 30 calendar days after the end of each month. The Dealer Manager may reallow the Platform Fee to a Dealer. The Dealer Manager will not be entitled to receive Platform Fees after the aggregate selling commissions, Platform Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer which it is authorized to sell hereunder is 7.0Manager and all Dealers exceeds 10.0% of the gross proceeds raised from the sale of Shares in the Offering (excluding the DRP). (d) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer under this Section V unless and until subscriptions for the purchase of Shares have been accepted by the Company and the gross proceeds of the Shares sold by it and accepted and confirmed are received by the Company. Until the Pennsylvania Required Capital (as defined in the Escrow Agreement) is obtained, which commission investments received from residents of Pennsylvania will be payable by held in escrow and, if the Pennsylvania Required Capital is not obtained, such investments will be returned to the investors in accordance with the Prospectus. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager. No sales Manager for payment of commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment planDealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor. The Company will not pay selling commissions or a dealer manager fee for shares sold under the DRP as set forth in the “Plan of Distribution” section of the Prospectus. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In additionThe Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. The Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 2(b) of the Escrow Agreement. Until the Required Capital, New York Required Capital or the Pennsylvania Required Capital, as set forth applicable and as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital, the New York Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, such investments will be returned to the investors in accordance with the Prospectus. In the event that a subscription is revoked or rescinded, the Dealer shall be obligated to return to the Dealer Manager may, in its sole discretion, reallow a portion of its any commissions or reallowed dealer manager fee previously paid to Dealers participating the Dealer in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesconnection with such subscription. The parties hereby agree that the foregoing commission and dealer manager fee reallowance as set forth in the “Plan of Distribution” section of the Prospectus is not and will not be in excess of the usual and customary distributors’ or sellers’ commission arrangements received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering is limited to such commission and, as applicable, reallowed dealer manager fee, from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission or, if applicable, reallowed dealer manager fee, to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares total public offering price of Units sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares Units sold by it and accepted and confirmed by the CompanyGeneral Partners, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Units" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Partnership has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Units sold by Dealers participating in the offering of Shares Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Units, reimbursement and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of costs the Units sold are dispursed to the Partnership pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, Pennsylvania Required Capital or New York Required Capital, as applicable and expenses of attending educational conferences as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital, Pennsylvania Required Capital or New York Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total offering price of Class A Common Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Class A Common Shares sold by it and accepted and confirmed by the CompanyManager as is set forth in the Prospectus, which commission will be payable paid by the Dealer Manager. No sales ; provided, however, that such selling commissions shall may be paid with respect to Shares issued reduced upon the written consent and sold pursuant to agreement of the Company’s distribution reinvestment planIssuer, the Dealer Manager and the Dealer. For these purposes, shares a "sale of Class A Common Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Issuer has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyIssuer. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion may re-allow out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to the percentage of the gross proceeds of Class A Common Shares sold by Dealers participating in the offering of Class A Common Shares as is set forth in the Prospectus, based on such factors as the number of Class A Common Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Class A Common Shares, reimbursement and bona fide expenses incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of costs and expenses the Class A Common Shares sold are disbursed to the Issuer pursuant to paragraph __ of attending educational conferences or the Escrow Agreement. Until the Minimum Offering Amount, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering Amount is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Class A Common Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 paragraph 8 of the Dealer Manager Agreement, and that the Company Issuer is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under “Compensation We Will Pay for the Sale of Our Shares” in the “Plan of Distribution” Section of the Prospectus, which commission will be payable by paid to the Dealer Manager. No sales commissions shall be paid with respect to Shares issued Manager and sold pursuant reallowed to the Company’s distribution reinvestment planDealer. The Company will not be liable or responsible to the Dealer for direct payment of commissions to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealer. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretionpursuant to separately negotiated agreements, reallow a portion of its dealer manager fee in an aggregate amount up to Dealers 1.5% of the gross offering proceeds to broker-dealers participating in the offering of Shares Offering as marketing fees, including the cost of bona fide training and educational meeting and due diligence expense reimbursement as set forth in the “Plan of Distribution” section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred, and no more than 0.5% of gross offering proceeds for bona fide, separately invoiced due diligence expenses incurred as fees, costs or other expenses from third parties. Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of attending educational conferences the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, New York Required Capital or the Pennsylvania Required Capital, as applicable and as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital, the New York Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with With respect to sales of Shares issued and sold pursuant to the Company’s distribution 's dividend reinvestment plan, the selling commission shall be 5% of the gross proceeds of such sales. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph [3(A)] of the Escrow Agreement. Until the Required Capital, the Pennsylvania Required Capital or the New York Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by the Dealer which it is authorized to sell hereunder is 7.0as follows: Dealers 7.00 % of Advisers affiliated with a Dealer 0.00 % No selling commissions or dealer manager fees will be payable in connection with Shares sold under the DRP. The preceding commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: 1 - 50,000 7.00 % 50,001 - 100,000 6.00 % 100,001 - 200,000 5.00 % 200,001 - 300,000 4.00 % 300,001 - 400,000 3.00 % 400,001 - 500,000 2.00 % 500,001 - and up 1.00 % The above selling commissions shall be based on the gross proceeds of Shares sold by it such Dealer and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its the dealer manager fee to Dealers participating earned on the proceeds raised by a Dealer. This reallowance would be in the offering form of Shares as a marketing fees, fee and may also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to defray other distribution-related expensesattend a seminar sponsored by a Dealer. The Dealer Manager may also reimburse bona fide due diligence expenses of a Dealer if such expenses are supported by a detailed and itemized invoice. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the (a) The Dealer’s sales selling commission applicable to the Shares sold closing of each transaction contemplated by Dealer which it the Memorandum is authorized to sell hereunder is 7.05% of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyEquity Amount, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect , subject to Shares issued reduction as set forth herein and sold pursuant to in the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid forMemorandum. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. No selling commissions will be payable with respect to any offer to purchase an Interest that is rejected by the Company, and no selling commissions will be payable if the Company terminates the Private Placement for any reason whatsoever. (b) In addition, as set forth in the ProspectusMemorandum, the Dealer Manager may, in its sole discretion, reallow a portion agree in writing to reimburse marketing or due diligence expenses incurred by the Dealer. Should the Dealer Manager agree to reimburse the Dealer for marketing and due diligence expenses, the Dealer hereby waives any and all rights to receive reimbursement until such time as the Dealer Manager is in receipt of its dealer manager fee the funds to Dealers participating in be paid as reimbursement to the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. Dealer. (c) The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale placement of securities similar to the SharesInterests, that the Dealer’s interest in the offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, Agreement and Section 16 of this Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth . (d) As provided in the Prospectussection entitled “Private Placement” in the Memorandum, the selling commission may be reduced to zero by the Dealer Manager may reimburse Dealer up in connection with certain categories of sales, including sales through investment advisors or banks acting as trustees or fiduciaries and sales to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealerour affiliates. The Dealer Manager shall have may also agree to reduce the right selling commission to require less than 5% for certain purchasers. If the selling commission is reduced, the purchase price will also be reduced by the “Reduced Commission Discount” which is defined as: 1 minus the ratio of (1) 92% divided by (2) 92% plus the percentage points that the commission is reduced. For example, if the Dealer wanted to provide a detailed reduce its commission from 5% to 3% and itemized invoice as a condition to the reimbursement of any such due diligence expensespurchase price was $100,000, then the Reduced Commission Discount would equal approximately 2.13% and the reduced purchase price would equal $97,872.34 for that purchaser.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with With respect to sales of Shares issued and sold pursuant to the Company’s distribution 's dividend reinvestment plan, no selling commission shall be paid. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Under the rules of the NASD, total underwriting compensation, including sales commissions, the dealer manager fee and underwriter expense reimbursement, may not exceed 10% of the gross proceeds from the sale of the Shares, except for bona fide due diligence expenses, which may not exceed 0.5% of the gross proceeds from the sale of the Shares. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, the Pennsylvania Required Capital or the New York Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. The Dealer Manager will assign Soliciting Dealer Warrants (as marketing feesdefined in the Dealer Manager Agreement) to the Dealer as set forth in the "Plan of Distribution" Section of the Prospectus and pursuant to the terms of the Warrant Purchase Agreement dated _____________, reimbursement 2003, in the form attached hereto as Exhibit B (the "Warrant Purchase Agreement"). As provided in the Warrant Purchase Agreement, a record of costs the assignment of such Soliciting Dealer Warrants will be maintained by the Company in book-entry form only (until such time as the Company begins issuing certificates evidencing its Soliciting Dealer Warrants, which shall be no later than such time as the Company begins issuing certificates for its Shares) on a quarterly basis commencing 60 days after the date on which Shares are first sold pursuant to the Offering. Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of attending educational conferences the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital or the Pennsylvania/Nebraska Required Capital, as applicable and as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania/Nebraska Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0up to 6.0% of the gross proceeds of Shares sold (up to 4.0% of gross proceeds for Shares issued and sold pursuant to the Company’s dividend reinvestment plan) by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of to reimburse the costs and expenses of attending educational conferences, to cover fees and costs associated with conferences sponsored by Dealers, or to defray other distribution-related expenses. The Dealer shall have the responsibility for disclosing to investors the terms of any such marketing fee reallowance and any preferential treatment provided to the Dealer Manager in connection therewith, if applicable and to the extent required. The terms and conditions of such reallowance shall be specified in Schedule 1 to this Selected Dealer Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer Dealers up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such DealerDealers. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0as follows: Undiscounted 7.00 % of 5.00 % BD Channel Full Discount 0.00 % 0.00 % Registered Investment Advisor Channel 0.00 % 0.00 % The preceding commissions shall be adjusted for sales under the volume discount program as discussed above as follows: The above selling commissions shall be based on the gross proceeds of Shares sold by it such Dealer and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its the dealer manager fee to Dealers participating earned on the proceeds raised by a Dealer. This reallowance would be in the offering form of Shares as a marketing fees, fee and may also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to defray other distribution-related expensesattend a seminar sponsored by a Dealer. That portion of the reallowance constituting a marketing fee to a Dealer shall not exceed 1.5% of the gross sales of such Dealer and, in the aggregate, the entire dealer manager fee reallowance to all Dealers shall not exceed 1.5% of gross offering proceeds. The Dealer Manager may also reimburse bona fide due diligence expenses of a Dealer in an amount up to 0.5% of the gross offering proceeds attributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0up to a maximum amount of 3.0% of the gross proceeds of the Class T Shares sold by it in the primary portion of the Offering and accepted and confirmed by the Company, which commission commissions will be payable by the Dealer Manager. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses pursuant to a separate marketing fee agreement. In addition, as compensation for providing ongoing or regular account or portfolio maintenance for a Class T stockholder, assisting with recordkeeping, assisting and processing distribution payments or providing other similar services as a Class T stockholder may reasonably require in connection with such stockholder’s investment in Class T Shares, the Dealer Manager will be paid and will generally re-allow to the Dealer a quarterly stockholder servicing fee that will accrue daily in an amount equal to 1/365th (1/366th during a leap year) of 1.0% of the purchase price per Share (or, once reported, the amount of the estimated NAV), of Class T Shares sold by Dealer, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to Class T Shares held in any particular account, and those Class T Shares will convert into a number of Class I Shares determined by multiplying each Class T Share to be converted by the applicable conversion rate as set forth in the Articles Supplementary establishing the rights and privileges of the Class T Shares, on the earlier of (i) a listing of the Class I Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) after the termination of the primary portion of the Offering in which the initial Class T Shares in the account were sold, the end of the month in which total underwriting compensation paid in the primary portion of the Offering is not less than 10.0% of the gross proceeds of the primary portion of the Offering from the sale of Class T Shares and Class I Shares; and (iv) the end of the month in which the total stockholder servicing fees paid with respect to such Class T Shares purchased in the primary portion of the Offering is not less than 4.0% (or a lower limit described below) of the gross offering price of those Class T Shares purchased in such Offering (excluding shares purchased through the Company’s distribution reinvestment plan). If the Company redeems a portion, but not all of the Class T Shares held in a stockholder’s account, the total stockholder servicing fee limit and amount of stockholder servicing fees previously paid will be prorated between the Class T Shares that were redeemed and those Class T Shares that were retained in the account. Likewise, if a portion of the Class T Shares in a stockholder’s account is sold or otherwise transferred in a secondary transaction, the total stockholder servicing fee limit and amount of stockholder servicing fees previously paid will be prorated between the Class T Shares that were transferred and the Class T Shares that were retained in the account. With respect to item (iv) above, all of the Class T Shares held in a stockholder’s account will automatically convert into Class I Shares as of the last calendar day of the month in which the 4.0% limit on stockholder servicing fees (or a lower limit as described in this Participating Dealer Agreement). The Company will further cease paying the stockholder servicing fee on any Class T Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction in which the Company is a party and in which the Class T Shares as a class are exchanged for cash or other securities. No sales commissions or stockholder servicing fee shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions commissions, dealer manager fees and stockholder servicing fees payable is limited solely to the proceeds of commissions commissions, dealer manager fees and stockholder servicing fees receivable from the CompanyCompany or PXXX-Xxxxxxx REIT Advisor, LLC (the “Advisor”), and the Dealer hereby waives any and all rights to receive payment of commissions commissions, dealer manager fees and stockholder servicing fees due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is commissions, dealer manager fees and stockholder servicing fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions, dealer manager fees and stockholder servicing fees from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions, dealer manager fees and stockholder servicing fees to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for reasonable bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “"Plan of Distribution” " section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0up to 6.0% of the gross proceeds of Shares sold (up to 4.0% for shares issued pursuant to the dividend reinvestment plan) by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares Shares shall be deemed to be “"sold” " if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The terms of such reallowance shall be specified in Schedule 1 to this Selected Dealer Agreement. With respect to sales of Shares prior to the breaking of escrow and the release of subscribers' proceeds to the Company pursuant to the Escrow Agreement, the Dealer Manager may, but shall not be obligated to, advance to Dealers the compensation to which the Dealers would be entitled hereunder upon the breaking of escrow. In such event, such advance or advances would occur following the acceptance by the Company of appropriate subscription documents, but prior to the time that subscribers' proceeds are released to the Company under the Escrow Agreement. In the event that the Dealer Manager has so advanced compensation to any Dealer and subscribers' proceeds are required to be returned to the subscribers under the terms of the Escrow Agreement, each Dealer receiving such advances will be obligated, and hereby agrees, to return such advanced compensation to the Dealer Manager within 30 days' notice that funds have been returned to the subscribers under the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer Dealers up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such DealerDealers. The Dealer Manager shall have the right to require the that any Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of for any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares as marketing fees, reimbursement fees or to reimburse representatives of such Dealers the costs and expenses of attending educational conferences and seminars conducted by the Company or to defray other distribution-related expensesthe Dealer Manager. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under the “Plan of Distribution — Compensation We Will Pay for the Sale of Our Shares” and “— Volume Discounts” sections of the Prospectus, which commission will be payable by paid to the Dealer Manager. No sales commissions shall be paid with respect to Shares issued Manager and sold pursuant reallowed to the Company’s distribution reinvestment planDealer. The Company will not be liable or responsible to the Dealer for direct payment of commissions to the Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealer. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to the Dealer without incurring any liability therefor. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement up to Dealers the limits set forth in the “Plan of Distribution” section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, New York Required Capital or the Pennsylvania Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital, the New York Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 6.0% (or 7.0% where the purchaser elects to pay a deferred commission) of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee to certain marketing fee and due diligence expense reimbursements based on the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares as sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be promptly held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to residents of any other state that has imposed a State-Required Minimum Offering unless or until the gross proceeds of such sales are disbursed to defray other distributionthe Company pursuant to the Escrow Agreement. Until the applicable State-related expensesRequired Minimum Offering is obtained, investments from residents of that state will be held in escrow and, if the applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company expects to reimburse its advisor an amount equal to approximately 0.95% of the gross proceeds of the Shares sold in the Offering, as excluding proceeds from the distribution reinvestment plan, for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Dealer up Agreement, and that the Company expects its sponsor to 0.5pay an amount equal to approximately 0.05% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, for bona fide due diligence additional underwriting expenses incurred without reimbursement by the Company. In no event will such Dealerpayments exceed an amount equal to 1.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, and in no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other Xxxx-sponsored real estate investment programs. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other Xxxx-sponsored real estate investment programs, or to recommend that Dealer distribute securities offered by other Xxxx-sponsored real estate investment programs in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for (a) Subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as or otherwise provided in the “Plan of Distribution” section of the ProspectusProspectus or this Section V, the Dealer’s sales commission applicable Dealer Manager agrees to pay the Shares sold by Dealer which it is authorized to sell hereunder is 7.0selling commissions in the amount of 6.0% of the gross proceeds selling price of each Class R Share for which a sale is completed from the Class R Shares sold by it and accepted and confirmed by offered in the Company, which commission Offering. Dealer Manager will be payable by the Dealer Manager. No sales not pay selling commissions shall be paid with respect to Shares for shares issued and sold pursuant to through the Company’s distribution reinvestment planplan (“DRIP Shares”) or sales of Class RIA Shares or Class I Shares or any Shares sold or issued prior to or outside of this Offering. Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws, to the Dealer who sold Class R Shares, as described more fully in this Agreement. In no event shall the Dealer be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to Dealers on behalf of the Dealer Manager without incurring any liability therefor. (b) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section V, as compensation for acting as the dealer manager, the Company will pay the Dealer Manager a dealer manager fee in the amount of 0.75% of the selling price of each Class R Share and 0.75% of the selling price of each Class RIA Share (the “Dealer Manager Fee”) for which a sale is completed from such Class R Shares and Class RIA Shares offered in the Offering. The Dealer Manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject to federal and state securities laws, to a Dealer who sold Class R Shares and Class RIA Shares, as described more fully in this Agreement. No Dealer Manager Fee will be paid in connection with DRIP Shares, Class I Shares, or any Shares sold or issued prior to or outside of this Offering. (c) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer under this Section V unless and until subscriptions for the purchase of Shares have been accepted by the Company and the gross proceeds of the Shares sold are received by the Company. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to the Dealers. Notwithstanding the above, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor. The Company will not pay selling commissions or a dealer manager fee for shares issued under the DRIP as set forth in the “Plan of Distribution” section of the Prospectus. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, The Dealer affirms that the Dealer Manager may, in its sole discretion, reallow a portion Manager’s liability for commissions payable is limited solely to the proceeds of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensescommissions receivable associated therewith. The parties hereby agree that the foregoing commission and dealer manager fee reallowance as set forth in the “Plan of Distribution” section of the Prospectus is not and will not be in excess of the usual and customary distributors’ or sellers’ commission arrangements received in the sale of securities similar to the Shares, that the Dealer’s interest in the offering is limited to such commission and, as applicable, reallowed dealer manager fee, from the Dealer Manager and the Dealer’s indemnity referred to in Section 4 (Indemnification) of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission or, if applicable, reallowed dealer manager fee, to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the commission to the Dealer Manager in connection with such transaction. Notwithstanding the foregoing, purchasers will have five days from the date of their respective subscription agreement agreements to cancel their purchases and therefore a sale of the Shares shall not be deemed completed until such subscriber, and such Shares have been fully paid forfive business day period has expired. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section __ of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement of costs and expenses of attending educational conferences or investments will be held in escrow and, if the Minimum Offering is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth and that Dealer’s interest in the Prospectus, offering is limited to such commission from the Dealer Manager may reimburse Dealer up and to 0.5% the Dealer’s indemnity rights referred to in Section 4 of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The the Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expensesAgreement.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the ProspectusOffering Memorandum, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In additionThe Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, as set forth defined in the ProspectusEscrow Agreement, is obtained, investments will be held in escrow and, if the Dealer Manager mayRequired Capital is not obtained, investments will be returned to the investors in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in accordance with the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesOffering Memorandum. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the Class T Shares sold by Dealer which it is authorized to sell hereunder is 7.03.0% of the gross proceeds total purchase price for the Class T Shares sold by it and accepted and confirmed by the Company and the selling commission applicable to the Class S Shares sold by Dealer which it is authorized to sell hereunder is 3.5% of the total purchase price for the Class S Shares sold by it and accepted and confirmed by the Company, which commission selling commissions will be payable by the Dealer Manager. No selling commissions shall be paid with respect to sales of Class D or Class I Shares. No selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for selling commissions payable is limited solely to the proceeds of selling commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. In addition, as set forth in the Prospectus, the Dealer Manager may reallow a portion of the Distribution Fee (as defined in the Dealer Manager Agreement) to the Dealer if the Dealer is in compliance with this Participating Dealer Agreement. All such determinations will be made by the Dealer Manager in good faith in the Dealer Manager’s sole discretion. Notwithstanding the foregoing, the Dealer’s right, if any, to receive a portion of the Distribution Fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account will cease at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Distribution Fees paid with respect to all shares from the Offering held by such stockholder within such account would exceed, in the aggregate, 9.0% (or a lower limit as set forth in any applicable agreement between the Dealer Manager and the Dealer) of the gross proceeds from the sale of such Primary Shares (including the gross proceeds of any shares issued under the DRP with respect thereto). At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRP with respect thereto) will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. In addition, the Dealer’s right, if any, to receive a portion of the Distribution Fee with respect to an Offering (i.e., pursuant to the Registration Statement for such Offering) shall cease upon the earlier to occur of the following: (i) a listing of the Company’s shares, (ii) the merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets, or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Distribution Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Distribution Fee accruing with respect to Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. Further, upon the date when the Dealer Manager is notified that the Dealer is no longer the broker-dealer of record with respect to the Shares sold by the Dealer giving rise to the reallowed portion of the Distribution Fee or that the Dealer no longer satisfies any or all of the conditions in this Participating Dealer Agreement for the receipt of the Distribution Fee, then the Dealer’s entitlement to the portion of the Distribution Fee related to such Shares shall cease, and beginning on such date, such portion of the Distribution Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares if any such broker-dealer of record has been designated (the “Servicing Dealer”) to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and such Servicing Dealer is in compliance with the terms of such Servicing Agreement. The Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker-dealer of record with respect to any or all of the Shares sold by the Dealer. The Dealer Manager may also reallow all or a portion of the Distribution Fee to other broker-dealers who provide services with respect to the Shares pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional broker-dealer is in compliance with the terms of such Servicing Agreement, all in accordance with the terms of such Servicing Agreement. The parties hereby agree that the foregoing commission is selling commissions, reallowed dealer manager fees and reallowed Distribution Fee are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission selling commissions, reallowed dealer manager fees and reallowed Distribution Fee from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission selling commissions, reallowed dealer manager fees and reallowed Distribution Fee to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer and its personnel when visiting the Company’s office to verify information relating to the Company and the Offering. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. If the due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by FINRA to be a non-accountable expense will be considered underwriting compensation and will be included within the 10% compensation guideline under FINRA Rule 2310 and reflected on the Dealer's books and records for the applicable Offering. Such amounts, when aggregated with all other non-accountable expenses may not exceed 3% of gross offering proceeds of such Offering.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering documents and subscription documents, the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee up to Dealers participating in 1.5% of the offering of Shares gross proceeds attributable to a Dealer as marketing fees, reimbursement to reimburse representatives of such Dealers the costs and expenses of attending educational conferences and seminars conducted by the Company or the Dealer Manager or to defray other distribution-related expenses. The Dealer Manager may also reimburse bona fide due diligence of a Dealer in an amount up to 0.5% of the gross offering proceeds attributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the commission to the Dealer Manager in connection with such transaction. Notwithstanding the foregoing, purchasers will have five days from the date of their respective subscription agreement agreements to cancel their purchases and therefore a sale of the Shares shall not be deemed completed until such subscriber, and such Shares have been fully paid forfive business day period has expired. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to Tennessee residents unless or until the gross proceeds of such sales are disbursed to defray other distribution-related expensesthe Company pursuant to Section 3(a)(iii) of the Escrow Agreement. Until the Tennessee Minimum Offering is obtained, investments from Tennessee residents will be held in escrow and, if the Tennessee Minimum Offering is not obtained prior to the termination of the Offering, the investments from Tennessee residents will be returned to them in accordance with the Escrow Agreement. Dealer further acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of the Shares to Ohio residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(iv) of the Escrow Agreement. Until the Ohio Minimum Offering is obtained, investments from Ohio residents will be held in escrow and, if the Ohio Minimum Offering is not obtained prior to the termination of the Offering, the investments from Ohio residents will be returned to them in accordance with the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company expects to reimburse its advisor an amount equal to approximately 0.95% of the gross proceeds of the Shares sold in the Offering, as excluding proceeds from the distribution reinvestment plan, for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Dealer up Agreement, and that the Company expects its sponsor to 0.5pay an amount equal to approximately 0.05% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, for bona fide due diligence additional underwriting expenses incurred without reimbursement by the Company. In no event will such Dealerpayments exceed an amount equal to 1.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, and in no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other Xxxx-sponsored real estate investment programs. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other Xxxx-sponsored real estate investment programs, or to recommend that Dealer distribute securities offered by other Xxxx-sponsored real estate investment programs in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " sections of the ProspectusProspectus and the applicable Prospectus Supplement, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 6.0% (or 7.0% where the purchaser elects to pay a deferred commission) of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the ProspectusProspectus and the applicable Prospectus Supplement, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee to certain marketing expense and/or due diligence expense reimbursements based on the gross proceeds of Shares sold by Dealers participating in the offering of Shares and such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and bona fide expenses of attending educational conferences or to defray other distribution-related expensesincurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that the Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0up to a maximum amount of 3.0% of the gross proceeds of the Class T Shares sold by it in the primary portion of the Offering and accepted and confirmed by the Company, which commission commissions will be payable by the Dealer Manager. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses pursuant to a separate marketing fee agreement. In addition, as compensation for providing ongoing or regular account or portfolio maintenance for a Class T stockholder, assisting with recordkeeping, assisting and processing distribution payments or providing other similar services as a Class T stockholder may reasonably require in connection with such stockholder’s investment in Class T Shares, the Dealer Manager will be paid and will generally re-allow to the Dealer a quarterly stockholder servicing fee that will accrue daily in an amount equal to 1/365th (1/366th during a leap year) of 1.0% of the purchase price per Share, of Class T Shares sold by Dealer, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Offering on the earlier of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the aggregate gross proceeds from the sale of Shares in the primary portion of the Offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan), calculated by the Company with the assistance of the Dealer Manager after the termination of the primary portion of the Offering; (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the distribution reinvestment plan offering) terminates; (iii) the date that such Class T Share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction. The stockholder servicing fee relates to the share or shares sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the Class T stockholders as set forth above; provided, however, that with respect to any individual investment, the Dealer Manager will not re-allow the related stockholder servicing fee to any Dealer if such Dealer ceases to hold the account related to such investment or fails to provide the aforementioned services. In addition, the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement or a servicing agreement with the Dealer Manager. No sales commissions or stockholder servicing fee shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions commissions, dealer manager fees and stockholder servicing fees payable is limited solely to the proceeds of commissions commissions, dealer manager fees and stockholder servicing fees receivable from the CompanyCompany or PXXX-Xxxxxxx REIT Advisor, LLC (the “Advisor”), and the Dealer hereby waives any and all rights to receive payment of commissions commissions, dealer manager fees and stockholder servicing fees due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is commissions, dealer manager fees and stockholder servicing fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions, dealer manager fees and stockholder servicing fees from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions, dealer manager fees and stockholder servicing fees to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for reasonable bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.0% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital or the Pennsylvania Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 1.5% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable by the Dealer Manager. In addition, the Dealer will be paid a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1% of the purchase price per Share of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Dealer will no longer be entitled to the stockholder servicing fee on the earlier of (i) the date that the aggregate stockholder servicing fee equals 5.5% of the purchase price per Share of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Shares, or (iii) the date that the Class T Share is redeemed or is no longer outstanding. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be held in escrow and, if the Minimum Offering is not obtained, investments will be promptly returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to residents of any other state that has imposed a State-Required Minimum Offering unless or until the gross proceeds of such sales are disbursed to defray other distributionthe Company pursuant to the Escrow Agreement. Until the applicable State-related expensesRequired Minimum Offering is obtained, investments from residents of that state will be held in escrow and, if the applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company expects to reimburse its advisor an amount equal to approximately 1.0% of the gross proceeds of the Shares sold in the Offering, as excluding proceeds from the distribution reinvestment plan, for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Dealer up to 0.5Agreement. In no event will total underwriting compensation exceed 10.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other Xxxx-sponsored real estate investment programs. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other Xxxx-sponsored real estate investment programs, or to recommend that Dealer distribute securities offered by other Xxxx-sponsored real estate investment programs in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the Class T Shares sold by Dealer which it is authorized to sell hereunder is 7.03.0% of the gross proceeds total purchase price for the Class T Shares sold by it and accepted and confirmed by the Company and the selling commission applicable to the Class S Shares sold by Dealer which it is authorized to sell hereunder is 3.5% of the total purchase price for the Class S Shares sold by it and accepted and confirmed by the Company, which commission selling commissions will be payable by the Dealer Manager. No selling commissions shall be paid with respect to sales of Class D or Class I Shares. No selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for selling commissions payable is limited solely to the proceeds of selling commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. In addition, as set forth in the Prospectus, the Dealer Manager may reallow a portion of the Distribution Fee (as defined in the Dealer Manager Agreement) to the Dealer if the Dealer is in compliance with this Participating Dealer Agreement. All such determinations will be made by the Dealer Manager in good faith in the Dealer Manager’s sole discretion. Notwithstanding the foregoing, the Dealer’s right, if any, to receive a portion of the Distribution Fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account will cease at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Distribution Fees paid with respect to all shares from the Offering held by such stockholder within such account would exceed, in the aggregate, 9.0% (or a lower limit as set forth in any applicable agreement between the Dealer Manager and the Dealer) of the gross proceeds from the sale of such Primary Shares (including the gross proceeds of any shares issued under the DRP with respect thereto). At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRP with respect thereto) will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. In addition, the Dealer’s right, if any, to receive a portion of the Distribution Fee with respect to an Offering (i.e., pursuant to the Registration Statement for such Offering) shall cease upon the earlier to occur of the following: (i) a listing of the Company’s shares, (ii) the merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets, or (iii) the date following the completion of the primary portion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Distribution Fee and other underwriting compensation, is equal to nine percent (9%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Distribution Fee accruing with respect to Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. Further, upon the date when the Dealer Manager is notified that the Dealer is no longer the broker-dealer of record with respect to the Shares sold by the Dealer giving rise to the reallowed portion of the Distribution Fee or that the Dealer no longer satisfies any or all of the conditions in this Participating Dealer Agreement for the receipt of the Distribution Fee, then the Dealer’s entitlement to the portion of the Distribution Fee related to such Shares shall cease, and beginning on such date, such portion of the Distribution Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares if any such broker-dealer of record has been designated (the “Servicing Dealer”) to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and such Servicing Dealer is in compliance with the terms of such Servicing Agreement. The Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker-dealer of record with respect to any or all of the Shares sold by the Dealer. The Dealer Manager may also reallow all or a portion of the Distribution Fee to other broker-dealers who provide services with respect to the Shares pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional broker-dealer is in compliance with the terms of such Servicing Agreement, all in accordance with the terms of such Servicing Agreement. The parties hereby agree that the foregoing commission is selling commissions, reallowed dealer manager fees and reallowed Distribution Fee are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission selling commissions, reallowed dealer manager fees and reallowed Distribution Fee from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission selling commissions, reallowed dealer manager fees and reallowed Distribution Fee to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer and its personnel when visiting the Company’s office to verify information relating to the Company and the Offering. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Any invoice presented by the Dealer to the Dealer Manager for reimbursement of costs associated with the Dealer’s due diligence activities must be for actual costs and may not include a profit margin. If the due diligence xxxx cannot be justified, any excess over actual due diligence expenses that is paid is considered by FINRA to be a non-accountable expense, will be considered underwriting compensation and will be included within the 10% compensation guideline under FINRA Rule 2310 and reflected on the Dealer's books and records for the applicable Offering. Such amounts, when aggregated with all other non-accountable expenses may not exceed 3% of gross offering proceeds of such Offering.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum (as amended and supplemented), the Dealer’s sales commission applicable to the Shares sold by Dealer the Dealer, which it is authorized to sell hereunder hereunder, is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable by the Dealer Manager. In addition, as set forth in the Private Placement Memorandum, the Dealer Manager may, in its sole discretion, re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses pursuant to a separate marketing fee agreement. No sales commissions or dealer manager fees shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions and dealer manager fees payable is limited solely to the proceeds of commissions and dealer manager fees receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions and dealer manager fees due until such time as the Dealer Manager is in receipt of the commission commissions and dealer manager fees from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is commissions and dealer manager fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions and dealer manager fees from the Dealer Manager and Dealer’s indemnity referred to in Section 4 5 of the Dealer Manager Agreement, Agreement and that the Company is not liable or responsible for the direct payment of such commission commissions or dealer manager fees to the Dealer. In addition, as set forth in the ProspectusPrivate Placement Memorandum, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for reasonable bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares total public offering price of Units sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares Units sold by it and accepted and confirmed by the CompanyGeneral Partners, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Units" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Partnership has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Units sold by Dealers participating in the offering of Shares Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Units, reimbursement and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of costs the Units sold are disbursed to the Partnership pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital, Pennsylvania Required Capital or New York Required Capital, as applicable and expenses of attending educational conferences as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Required Capital, Pennsylvania Required Capital or New York Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow to Dealers all or a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing feesfees and due diligence expense allowance, reimbursement based on such factors as the Dealer Manager may from time to time determine, including but not limited to, level of costs marketing support, level of due diligence review and expenses likelihood of attending educational conferences success of its sales. In addition, such payments may be made by the Dealer Manager or it affiliates out of organizational and offering expense reimbursements or its own proceeds. Attached hereto as Exhibit B is a schedule of payments to defray other distribution-related expensesbe made to the Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Shares sold by it and accepted and confirmed by the CompanyCompany set forth under "Selling Commissions" in the "Plan of Distribution" Section of the Prospectus, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement up to Dealers the limits set forth in the "Plan of Distribution" Section of the Prospectus, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital or the Pennsylvania/Nebraska Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania/Nebraska Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not and will not be in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. Selling commissions will be reduced, and the per Share cash price shall be adjusted accordingly to no lower than $9.34, where the Dealer agrees to reduce or eliminate selling commissions, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions or a dealer manager fee will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. Notwithstanding anything to the contrary contained herein, in the event that the Dealer Manager pays any commission to the Dealer for sale of one or more Shares and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Dealer Manager shall decrease the next payment of commissions or other compensation otherwise payable to the Dealer by the Dealer Manager under this Agreement by an amount equal to the commission rate established in Section 5.1 of the Dealer Manager Agreement, multiplied by the number of Shares as to which the subscription is rescinded. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its the dealer manager fee to Dealers participating a Dealer. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. If the Minimum Offering is not obtained within the time periods specified in the offering of Shares as marketing feesProspectus, reimbursement of costs and expenses of attending educational conferences or investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section Section of the Prospectus, the Dealer’s sales selling commission applicable to the Shares total public offering price of Units sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares Units sold by it and accepted and confirmed by the CompanyGeneral Partners, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Units” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Partnership has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee up to 1.5% of the gross proceeds of Units sold by Dealers participating in the offering of Shares Units as marketing fees, reimbursement of fees or to reimburse Dealers the costs and expenses of their representatives attending educational conferences and seminars sponsored by the Partnership or to defray other distribution-related expensesthe Dealer Manager. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the SharesUnits, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the commission to the Dealer Manager in connection with such transaction. Notwithstanding the foregoing, purchasers will have five days from the date of their respective subscription agreement agreements to cancel their purchases and therefore a sale of the Shares shall not be deemed completed until such subscriber, and such Shares have been fully paid forfive business day period has expired. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to Tennessee residents unless or until the gross proceeds of such sales are disbursed to defray other distribution-related expensesthe Company pursuant to Section 3(a)(iii) of the Escrow Agreement. Until the Tennessee Minimum Offering is obtained, investments from Tennessee residents will be held in escrow and, if the Tennessee Minimum Offering is not obtained prior to the termination of the Offering, the investments from Tennessee residents will be returned to them in accordance with the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionDealer acknowledges that the Company’s sponsor may pay unreimbursed amounts of underwriting compensation, expected to be an amount equal to approximately 0.05% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, but may exceed 0.05% in the event that non-underwriting reimbursed organization and offering expenses exceed anticipated amounts as set forth described in the Prospectus. In no event will the Company’s sponsor pay unreimbursed amounts of underwriting compensation exceeding an amount equal to 1.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan, and in no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. Dealer acknowledges that the Dealer Manager may reimburse intends to pay transaction-based compensation to the Dealer up to 0.5% Manager’s wholesalers in connection with sales of gross proceeds for bona fide due diligence expenses incurred by Shares, and that such Dealer. The transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager shall have the right to require will pay its wholesalers in connection with sales of securities offered by other Xxxx-sponsored real estate investment programs. Such compensation may provide a disproportionate incentive for the Dealer Manager’s wholesalers to provide a detailed and itemized invoice as a condition recommend that Dealer distribute the Shares in addition to or in lieu of securities offered by other Xxxx-sponsored real estate investment programs, or to recommend that Dealer distribute securities offered by other Xxxx-sponsored real estate investment programs in addition to or in lieu of the reimbursement of any such due diligence expensesShares.

Dealers’ Commissions. Except for volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales upfront selling commission applicable to the following Shares in the primary offering sold by Dealer which it is authorized to sell hereunder is 7.0(i) with respect to the Class D Shares, up to 1.50% of the gross proceeds transaction price per Class D Share, (ii) with respect to the Class T Shares, up to 3.00% of Shares sold by it the transaction price per Class T Share and accepted and confirmed by (iii) with respect to the CompanyClass S Shares, up to 3.50% of transaction price per Class S Share, which commission will be payable paid by the Dealer Manager. No sales commissions For these purposes, a “sale” of Class D Shares, Class T Shares or Class S Shares shall occur if, and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. There shall be paid with respect to no selling commission on Class I Shares issued and sold in the primary offering or on Shares sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class D, Class T or Class S Shares as a part of a combined order for the purpose of qualifying for discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Dealer, and any resulting reduction in selling commissions or fee waivers will be prorated among the separate subscribers. As set forth in the Prospectus, the Dealer Manager shall receive an upfront asset-based dealer manager fee in an amount equal to 0.50% of the transaction price per Class T Share. At the Dealer Manager’s discretion, it may reallow a percentage of the dealer manager fee received on the Shares to the Dealer. In addition, as set forth in the Prospectus, for sales on or after November 27, 2018, the Dealer Manager mayshall receive a stockholder servicing fee that is payable in arrears on a monthly basis in an amount (i) with respect to the Class D Shares, equal to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares, (ii) with respect to the outstanding Class T Shares, equal to 0.85% per annum of the aggregate NAV of our outstanding Class Shares, consisting of an advisor stockholder servicing fee of 0.65% per annum, and a stockholder servicing fee of 0.20% per annum, of the aggregate NAV of our outstanding Class T Shares and (iii) with respect to the Class S Shares, equal to 0.85% per annum of the aggregate NAV of our outstanding Class S Shares. There shall be no stockholder servicing fee on Class I Shares sold in its sole the primary offering or on Shares sold pursuant to the Company’s distribution reinvestment plan. At the Dealer Manager’s discretion, it may reallow up to 100% of the stockholder servicing fees received on the Class T Shares, Class S Shares and Class D Shares to Dealers. If, for any reason, a portion of its sale is cancelled or rescinded, the Dealer Manager shall return to the Company any fee paid to it with respect to such sale, including any selling commission, dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesand/or stockholder servicing fee. The parties hereby agree that the foregoing commission compensation is not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission compensation to the Dealer. In addition, as set forth and that Dealer’s interest in the Prospectus, offering is limited to such compensation from the Dealer Manager may and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. Dealer acknowledges that the Company expects to reimburse Dealer its advisor for the full amount of all organization and offering costs, beginning after the escrow period, without interest, in monthly installments, but the aggregate amount reimbursed can never exceed 0.75% of the aggregate gross offering proceeds, including the Shares issued in connection with the distribution reinvestment plan, but excluding selling commissions and dealer manager fees charged on Class D Shares, Class T Shares and Class S Shares sold in the primary offering. If, during any period, the total unreimbursed amount of such organization and offering costs exceeds the reimbursement limit described above, the excess will be eligible for reimbursement in subsequent periods up to 0.5the limit, calculated on an accumulated basis, until reimbursed in full. Dealer acknowledges that the Dealer Manager intends to pay transaction-based compensation to the Dealer Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other investment programs that may be distributed from time to time by Dealer Manager, or for whose offerings Dealer Manager serves as dealer manager. Such compensation may provide a disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the Shares in addition to or in lieu of securities offered by other investment programs distributed by Dealer Manager, or to recommend that Dealer distribute securities offered by other investment programs distributed by Dealer Manager in addition to or in lieu of the Shares. In connection with the Offering, Dealer will not be entitled to receive underwriting compensation (as defined in accordance with the applicable FINRA rules) to the extent the aggregate commissions, dealer manager fees, distribution fees and all other forms of underwriting compensation received by the Dealer Manager and all Dealers exceeds 10% of the gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have raised from the right to require sale of Shares in the Dealer to provide a detailed and itemized invoice as a condition to Offering, excluding proceeds from the reimbursement of any such due diligence expensesCompany’s distribution reinvestment plan.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares and 3% of the gross offering proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions or a dealer manager fee will be paid in connection with Shares sold under the Company’s distribution reinvestment plan. The selling commission will be waived and the Dealer Manager Fee may be waived or reduced at the discretion of the Dealer Manager, in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the Dealer Manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; or • Sales to employees of selected participating broker-dealers (except that the Dealer Manager Fee will be paid in full). In addition, the Dealer Manager may reduce or waive selling commissions and may reduce dealer manager fees with respect to sales of Class A shares and Class T shares to institutional clients aggregated through an omnibus account. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its dealer manager fee the Dealer Manager Fee to Dealers participating in a Dealer and reallow all or a portion of the offering of Shares Distribution Fee to a Dealer as marketing fees, reimbursement of costs fees and expenses of attending educational conferences or to defray other distribution-related expenses. The Dealer Manager’s reallowance of the Dealer Manager Fee and the Distribution Fees to a particular Dealer shall be described in Schedule 1 to this Agreement. No Distribution Fees will be paid for Class T Shares sold under the Company’s distribution reinvestment plan. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 2 of the Amended and Restated Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 9 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by the Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales ; provided, however, that no selling commissions shall be paid with respect to sales of Shares issued and sold pursuant to the Company’s distribution reinvestment plan. In addition, the Dealer shall provide ongoing services to holders of Class T Shares in accordance with the Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to holders of Class T Shares, the Dealer will be paid a monthly distribution and stockholder servicing fee that will be calculated on a daily basis in an amount equal to 1/365th of 1.0% of the amount of the Company’s per share NAV of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although the Dealer may, in its sole discretion, provide ongoing services to holders of Class A Shares similar to those services provided to holders of Class T Shares. The Dealer will no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in the Offering at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T Shares held in such account; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares, excluding Shares sold pursuant to the distribution reinvestment plan; (iii) the fourth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment plan offering) terminates; (iv) the date such Class T Share is no longer outstanding; and (v) the date the Company effects a liquidity event. The distribution and stockholder servicing fee relates to the share or shares sold. The Dealer will not receive a distribution and stockholder servicing fee if such Dealer has not executed a Selected Dealer Agreement with the Dealer Manager or if such Dealer’s previously executed Selected Dealer Agreement with the Dealer Manager is terminated pursuant to the provisions of Article XI of this Selected Dealer Agreement; and provided further, that with respect to any individual investment, the Dealer will not receive a distribution and stockholder servicing fee if such Dealer ceases to hold the account related to such investment. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares as marketing feesShares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In additionThe Dealer acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, as dealer manager fee and distribution and stockholder servicing fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Agreement, but only to the extent that the total of such reimbursements for underwriting expenses and the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer up to 0.5Manager Agreement is no more than 10.0% of the gross offering proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer Manager shall have the right to require acknowledges that the Dealer Manager intends to pay transaction-based compensation to the Dealer Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by Xxxx Capital. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that the reimbursement Dealer distribute the Shares in addition to or in lieu of any such due diligence expensessecurities offered by other real estate investment programs sponsored by Xxxx Capital, or to recommend that the Dealer distribute securities offered by other real estate investment programs sponsored by Xxxx Capital in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed by the Company, which commission commissions will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscribertransaction. Notwithstanding the foregoing, and such no commissions, payments or amount whatsoever will be paid to the Dealer Manager under this Section IV unless or until $2,000,000 in Shares have been fully paid forsold by the Dealer Manager and its Dealers (the “Minimum Offering”). Until the Minimum Offering is obtained, proceeds from the sale of Shares will be held in escrow and, if the Minimum Offering is not obtained, will be returned to the investors in accordance with the terms of the Prospectus. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Companyassociated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. Selling commissions or dealer manager fee will be reduced, and the per Share cash price shall be adjusted accordingly to no lower than 90% of the per Share offering price, where the Dealer Manager and/or Dealer agree to reduce or eliminate selling commissions and/or dealer manager fees, as applicable, generally or with respect to a particular investment to accommodate a prospective investor or Dealer. No selling commissions, dealer manager fee or organizational and offering expenses will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow all or a portion of its the dealer manager fee to Dealers participating in a Dealer. The Dealer Manager will also reimburse bona fide due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the offering date of sale of Shares or such requests will not be honored by the Dealer Manager. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as marketing fees, a condition to the reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related any such due diligence expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “"Plan of Distribution” " section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s 's sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s 's distribution reinvestment plan. For these purposes, shares shall be deemed to be “"sold” " if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. In addition, the Dealer will be paid a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1% of the purchase price per Share, of Class T Shares sold. The Dealer will no longer be entitled to the stockholder servicing fee on the earlier of (i) the date the Company effects a Liquidity Event, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of the Class A Shares, Class T Shares and Class W Shares in the Company’s primary offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of our primary offering, (iii) the third anniversary of the last day of the fiscal quarter in which the initial public offering (excluding the distribution reinvestment plan offering) terminates, and (iv) the date that such Class T share is redeemed or is no longer outstanding. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the distribution of Class T shares. Notwithstanding, if the Dealer Manager is notified that a Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares, then such Dealer shall not receive the stockholder servicing fee for any portion of the month in which such Dealer is not the broker dealer of record on the last day of the month. Thereafter, such stockholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into an agreement with the Dealer Manager that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is commissions are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “"Plan of Distribution” " section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.06.75% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “"sold” " if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth specified in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares as sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesbona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Distribution Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and due diligence expense reimbursement a portion the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until (i) the subscription for such Shares as marketing feeshas been accepted and (ii) the gross proceeds of the Shares sold have cleared normal banking channels and are in the form of cash or cash equivalent, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expensesfor the Company. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total offering price of Common Shares sold by Dealer which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of Common Shares sold by it and accepted and confirmed by the CompanyManager as is set forth in the Prospectus, which commission will be payable paid by the Dealer Manager. No sales ; provided, however, that such selling commissions shall may be paid with respect to Shares issued reduced upon the written consent and sold pursuant to agreement of the Company’s distribution reinvestment planIssuer, the Dealer Manager and the Dealer. For these purposes, shares a "sale of Common Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company Issuer has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyIssuer. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion may re-allow out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to the percentage of the gross proceeds of Common Shares sold by Dealers participating in the offering of Common Shares as is set forth in the Prospectus, based on such factors as the number of Common Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Common Shares, reimbursement and bona fide expenses incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of costs and expenses the Common Shares sold are disbursed to the Issuer pursuant to paragraph __ of attending educational conferences or the Escrow Agreement. Until the Minimum Offering Amount, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering Amount is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Common Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 paragraph 8 of the Dealer Manager Agreement, and that the Company Issuer is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company (no selling commissions for Shares sold pursuant to the Company's distribution reinvestment plan), which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and due diligence expense reimbursement a portion the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow Agreement. Until the Required Capital or the Pennsylvania Required Capital, as marketing feesapplicable and as defined in the Escrow Agreement, reimbursement of costs and expenses of attending educational conferences is obtained, investments will be held in escrow and, if the Required Capital or the Pennsylvania Required Capital, as applicable, is not obtained, investments will be returned to defray other distribution-related expensesthe investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission selling commissions applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it in the primary offering and accepted and confirmed by the Company, which commission will commissions shall be payable by the Dealer Manager. No sales selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid forfor and the Minimum Offering or Higher Minimum Offering, as applicable, has been obtained. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission commissions from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering Offering of Shares as a marketing feesfee, reimbursement in an amount up to 1.5% of the gross proceeds of Shares sold by Dealer in the primary offering and additional reimbursements of costs and expenses of attending educational or sponsoring conferences or to defray technology costs, and marketing and other distribution-related costs and expenses of such Dealer, but in no event will the Dealer receive more than. As set forth in Section 3.3 of the Dealer Manager Agreement, the Dealer Manager may reimburse the Dealers up to 0.5% of gross proceeds raised in the Offering for bona fide out-of-pocket itemized and detailed due diligence expenses. The terms and conditions for payment of the fees and/or reimbursement arrangements shall be specified in Schedule I to this Selected Dealer Agreement. The Dealer shall have the responsibility for disclosing to investors the terms of any such selling commissions, marketing fee or other reimbursement or payment and any preferential treatment provided to the Dealer Manager in connection therewith, if applicable and to the extent required. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering Offering is limited to such commission from the Dealer Manager Manager, the payments provided for on Schedule I to this Selected Dealer Agreement, if any, and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission payments to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus, the Dealer’s sales 's selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.07% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable paid by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares a "sale of Shares" shall be deemed to be “sold” occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, documents and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, may reallow a portion out of its dealer manager fee a marketing fee and due diligence expense reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares, based on such factors as the number of Shares as sold by such participating Dealer, the assistance of such participating Dealer in marketing feesthe offering of Shares, reimbursement of costs and expenses of attending educational conferences bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to defray other distribution-related expensesthe Dealer unless or until 250,000 Shares have been sold (the "Minimum Offering"). Until the Minimum Offering is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained, will be returned to the investors in accordance with the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, that Dealer’s 's interest in the offering is limited to such commission from the Dealer Manager and Dealer’s 's indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales Company (there is no selling commissions shall be paid with respect to for Shares issued and sold pursuant to the Company’s distribution reinvestment plan), which commission will be paid by the Dealer Manager. For these purposes, shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be promptly held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to residents of any other state that has imposed a State-Required Minimum Offering unless or until the gross proceeds of such sales are disbursed to defray other distributionthe Company pursuant to the Escrow Agreement. Until the applicable State-related expensesRequired Minimum Offering is obtained, investments from residents of that state will be held in escrow and, if the applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the Escrow Agreement. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. In addition, as Dealer acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions and dealer manager fee set forth in the Prospectus, Section 3.3 of the Dealer Manager may reimburse Agreement, but only to the extent that the total of such reimbursements for underwriting expenses and the selling commissions and dealer manager fee set forth in Section 3.3 of the Dealer up to 0.5Manager Agreement is no more than 10.0% of the gross offering proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the gross proceeds for bona fide due diligence expenses incurred by such Dealerof the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. The Dealer acknowledges that the Dealer Manager shall have the right intends to require pay transaction-based compensation to the Dealer to Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by Xxxx Capital. Such compensation may provide a detailed and itemized invoice as a condition disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the reimbursement Shares in addition to or in lieu of any such due diligence expensessecurities offered by other real estate investment programs sponsored by Xxxx Capital, or to recommend that Dealer distribute securities offered by other real estate investment programs sponsored by Xxxx Capital in addition to or in lieu of the Shares.