Common use of Dealers’ Compensation Clause in Contracts

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer 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 commissions will be paid by the Dealer Manager. For these purposes, a “sale of 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated 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 (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement. The parties hereby agree that the foregoing selling 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for Subject to volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus or Prospectus, the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Class A Primary Shares sold in by the primary offering by Dealer that which it is authorized to sell hereunder is 7.0% the percentage of the gross proceeds of the Shares total purchase price per Class A share sold by it the Dealer and accepted and confirmed by the Company, as set forth on Schedule 1 to this Agreement, calculated after the close of business on the day that a purchase order is received in proper form and processed by the Company, or if such day is not a business day or such purchase order is not received in proper form and processed until after the close of business on such day, calculated after the close of business on the next business day, which commissions commission will be paid by the Dealer Manager. No selling commission is payable with respect to sales of Class I Primary Shares or Class W Primary Shares. For these purposes, a “sale of Class A Primary 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable to the Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with the Dealer’s sale of Class A Primary Shares. 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 A 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. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus), the Dealer Manager may, may reallow a portion of the Distribution Fee (as defined in its the Dealer Manager Agreement) to the Dealer in the Dealer Manager’s sole discretion, . The Dealer Manager may also reallow a portion of the Dealer Manager Fee to Dealer(as defined in the Dealer Manager Agreement). Such reallowanceThe reallowance of a portion of the Dealer Manager Fee, if any, shall be determined by the Dealer Manager in its sole discretion. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale discretion to Dealers that meet certain thresholds of Shares under management or such requests will not be honored other metrics determined by the Dealer Manager. Notwithstanding the foregoing, the Dealer’s right, if any, to receive a portion of the Dealer Manager Fee and Distribution Fee with respect to an Offering (i.e., pursuant to the Registration Statement for such Offering) shall cease when the aggregate selling commissions, Distribution Fee, Dealer Manager Fee and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) paid in connection with such Offering equals 10.0% of the gross proceeds raised from the sale of Primary Shares 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 Dealer Manager Fee and the Distribution Fee accruing with respect to Class A, Class W and Class I shares of the Company’s common stock issued (publicly or privately) 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. In addition, the Dealer will cease receiving any portion of the Distribution Fee and Dealer Manager Fee with respect to any shares of the Company’s common stock on the earlier to occur of the following: (i) a listing of the class of such shares on a national securities exchange or (ii) such shares no longer being outstanding, for example (without limitation), upon their redemption or other repurchase by the Company, upon the dissolution of the Company, or upon a merger or other extraordinary transaction in which the Company is a party and in which the shares are exchanged for cash or other securities. 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 Dealer Manager Fee and Distribution Fee, then the Dealer’s entitlement to the portion of the Dealer Manager Fee and/or Distribution Fee related to such Shares shall cease, and beginning on such date, such portion of the Dealer Manager Fee and 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 Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance. 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 will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to may also reallow some or all of the Distribution Fee and/or Dealer Manager on Fee to other broker-dealers who provide services with respect to the Shares (“Additional Servicing Dealers”) pursuant to a detailed and itemized invoice. Except as otherwise provided hereinServicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance, all expenses incurred by in accordance with the terms of such Servicing Agreement. The Dealer in Manager’s reallowance of any portion of the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related Distribution Fee and Dealer Manager Fee to the Offering (or any Follow-On Offering) and any attorneys’ feesDealer, if any, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering (or any Follow-On Offering) is not consummated for any reasondescribed in Schedule 1 to this Agreement. The Dealer acknowledges and agrees that no commissions, payments or amount whatsoever selling commissions will be paid to the Dealer unless or until the gross proceeds in respect of the Shares sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event sale of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreementany DRIP Shares. The parties hereby agree that the foregoing selling commissions and commissions, reallowed Dealer Manager Fees Fee 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 Primary Shares, that the Dealer’s interest in the Offering (or any Follow-On Offering) offering is limited to such selling commissions commissions, reallowed Dealer Manager Fee and reallowed Distribution Fee from the Dealer Manager and the Dealer’s indemnity referred to in Section 8.4 4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions selling commissions, the reallowed Dealer Manager Fee and reallowed Distribution Fee to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse the Dealer for reasonable bona fide due diligence expenses incurred by the 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 offices or properties to verify information relating to the Company or its properties. The Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares Units sold in the primary offering by Dealer that it is authorized to sell hereunder is (1) 7.0% of the gross proceeds of the Shares Class A Units and (2) 3.0% of the gross proceeds of the Class C Units sold by it and accepted and confirmed by the Company, which commissions in each case will be paid by the Dealer Manager. For these purposes, a “sale of SharesClass A Units or Class C Units” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering Offering and subscription documents 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 associated 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 (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion of the Dealer Manager Fee and all or any portion of the Distribution Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. Reimbursement requests for accountable bona fide due diligence expenses must Dealer acknowledges and agrees that no selling commissions or a Dealer Management Fee will be made by Dealer within six months of paid in connection with Units sold under the date of sale of Shares or such requests will not be honored by DRIP; provided, however, that the Dealer ManagerDistribution Fee is payable with respect to Class C Units sold under the DRIP. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoiceinvoice within six months of the date of sale of Units. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. 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 Units sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Company has satisfied the Minimum Offering Requirementrequirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds investments will be held in escrow and, if the Minimum Offering Requirement requirement is not satisfied, subscription proceeds investments will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement). The parties hereby agree that the foregoing selling commissions and commissions, Dealer Manager Fees and Distribution Fees are 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and to Dealer’s indemnity referred to in Section 8.4 9.2 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealerany commissions.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering Primary Offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares and 3.0% of the gross offering proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commissions will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering Offering and subscription documents 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 associated 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 Dealer Manager Fees will be paid in connection with Shares sold under the Company’s distribution reinvestment plan. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow all or a portion of the Dealer Manager Fee as well as all or a portion of the Distribution Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. No Distribution Fees will be paid for Class A Shares sold in the Primary Offering or for Class A or Class T Shares sold under the distribution reinvestment plan. 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. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any the Follow-On 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 (or any the Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a the Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfiedsatisfied (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfiedsatisfied (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement. The parties hereby agree that the foregoing selling 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 (or any the Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in the event of a the Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering Primary Offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares and 3.0% of the gross offering proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commissions will be paid by the Dealer Manager. For these purposes, a “sale of 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated 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 Dealer Manager Fees will be paid in connection with Shares sold under the Company’s distribution reinvestment plan. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow all or a portion of the Dealer Manager Fee as well as all or a portion of the Distribution Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. No Distribution Fees will be paid for Class A Shares sold in the Primary Offering or for Class A or Class T Shares sold under the distribution reinvestment plan. 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. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any the Follow-On 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 (or any the Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a the Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement. The parties hereby agree that the foregoing selling 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 (or any the Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in the event of a the Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts The Managing Broker-Dealer shall pay the Dealer a selling commission of up to 5.0% and other special circumstances described in or otherwise 4.5% of the gross offering proceeds of the Class A Bonds and Class B Bonds, respectively, sold by it and accepted and confirmed by the Company. As provided for in the “Plan of Distribution” section of the Prospectus Offering Circular, and in Section 3.3 and Exhibit A of the Managing Broker-Dealer Agreement, in addition to the selling commissions equal to 5.0% and 4.5% of aggregate gross offering proceeds on the sale of Class A Bonds and Class B Bonds, respectively, the Managing Broker-Dealer will receive a Managing Broker-Dealer Fee of up to 2.0% of aggregate gross offering proceeds, which it may re-allow, in whole or in part to the Dealers. Additionally, the Company has agreed to pay to Managing Broker-Dealer a re-allowance of up to 1.0% of aggregate gross offering proceeds. The Company will also pay a 0.50% wholesaling fee on the sale of Class B Bonds only. The aforementioned selling commissions, Managing Broker-Dealer Fees, re-allowance and wholesaling fee shall only be paid to the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable with regard to the total public offering price of Shares sold in the primary offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares Bonds sold by it and accepted and confirmed by the Company, which commissions will be paid by the Dealer Manager. For these purposespurposes of this Participating Dealer Agreement, a Bonds shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a securities purchaser subscriber for Bonds pursuant to all applicable offering and subscription documents and documents, the Company has thereafter distributed accepted the commission to the Dealer Manager in connection with Subscription Agreement of such transactionsubscriber and such Bonds have been fully paid for. The Dealer affirms that the Dealer ManagerManaging Broker-Dealer’s liability for commissions and other amounts payable to the Dealer is limited solely to the proceeds of commissions receivable associated and other payments received from the Company. The Dealer shall have the responsibility to disclose to investors the terms of any such selling commissions, fees, reimbursements, payments or any preferential treatments, if any, provided to the Managing Broker-Dealer or Dealer in connection therewith, if applicable and to the extent required. The Dealer shall have no right to receive, and the Managing Broker-Dealer hereby waives shall have no obligation to make, payments of any and all rights to receive payment of commissions due selling commissions, fees, or reimbursements until such time as the Managing Broker-Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion Company of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. Dealer acknowledges and agrees that no selling commissions, payments fees or amount whatsoever will reimbursements from which such fees or reimbursements are to be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreementpaid. The parties hereby agree that the foregoing selling commissions commissions, fees, reimbursements and Dealer Manager Fees other payments are not in excess of the usual and customary distributors’ or sellers’ commission commissions, fees, reimbursements and payments received in the sale of securities similar to the SharesBonds, that the Dealer’s interest in the Offering (or any Follow-On Offering) is limited to such selling commissions commissions, fees, reimbursements and payments from the Managing Broker-Dealer Manager and the Dealer’s indemnity referred to in Section 8.4 4 of the Managing Broker-Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for such payments to the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan (a) When Dealer sells Shares of Distribution” section a Fund, Dealer will be entitled to receive that portion of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement)Sales Charge, Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer 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 commissions will be paid by the Dealer Manager. For these purposes, a “sale of 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewithany, and the Dealer hereby waives any other compensation, that may apply to such Fund and all rights Class and that is allocated to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, securities dealers as set forth in the applicable Prospectus (or SAI in connection with purchases of such Shares effected by or through Dealer. If a purchase by a customer of Dealer is entitled to a waiver or reduction of Sales Charges in accordance with the applicable Follow-On Prospectus)Prospectus or SAI, the Dealer Manager may, in its sole discretion, reallow a hereby waives such portion of the Sales Charge otherwise allocable to it (the remaining portion being Dealer's "Concession"). If Dealer Manager Fee fails to notify Distributor of the applicability of a reduction in the Sales Charge at the time the trade is placed, neither Distributor nor the Funds will be liable for amounts necessary to reimburse any customer of Dealer for such amounts and such reimbursement will be solely the responsibility of Dealer. Such reallowanceWith respect to Shares subject to any deferred sales charge, if any, shall Dealer will be determined by entitled at the Dealer Manager in its sole discretion. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months time of the date of sale of such Shares to compensation specified FORM OF RIVERSOURCE FUNDS DEALER AGREEMENT in the applicable Prospectus or such requests SAI or in any notice in writing from Distributor (Dealer's "Commission") but will not be honored entitled to any portion of the Sales Charge paid at the time of redemption of such Shares. Dealer will not be entitled to any Concession, Commission or other compensation until payment for the Shares has been received by Distributor as contemplated by Section 3. (b) Distributor will pay to Dealer distribution and service fees pursuant to the Fund's 12b-1 ("12b-1 Plan") adopted by the Dealer Manager. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred Funds and set forth in the Funds' Prospectuses (such fees determined based on the net assets of the relevant Class of the Fund attributable to Shares owned by Dealer's customers), unless otherwise agreed to in writing by Dealer provided and Distributor. Dealer agrees that such expenses are provided fees will be used in accordance with applicable NASD rules and only for distributing a Fund's Shares and/or for providing personal services to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On Offering) and any attorneys’ fees, shall be at Dealer’s sole cost and expenseshareholders, and the foregoing shall apply notwithstanding the fact that the Offering (or any Follow-On Offering) is not consummated for any reasonmaintaining shareholder accounts. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever it will not be entitled to any portion of fees paid to the Dealer Distributor pursuant to a 12b-1 Plan unless or and until the gross proceeds Distributor is in receipt of the Shares sold are disbursed fee from the applicable Fund for such period. Termination of a 12b-1 Plan or reduction of payments to Distributor under a 12b-1 Plan will relieve or diminish (to the Company extent of a reduction of payments) Distributor's obligation to make payments under this paragraph to Dealer. The provisions of the Funds' 12b-1 Plan supersede this Agreement to the extent they are deemed inconsistent. (c) In determining the amount of any Concession, Commission or any portion of fees pursuant to a 12b-1 Plan to which Dealer may be entitled, Distributor reserves the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is right to exclude any sales which it reasonably determines are not satisfied, subscription proceeds will be returned to the investors made in accordance with the terms of the applicable Fund's Prospectus (or SAI, the provisions of this Agreement or the applicable Follow-On Prospectus) 12b-1 Plan. Dealer agrees to provide Distributor with supporting documentation concerning the shareholder services provided, as Distributor may reasonably request from time to time. Distributor's records and calculations will determine the Escrow Agreementamounts of any Concessions, Commissions and/or portion of fees payable pursuant to a 12b-1 Plan to which Dealer may be entitled, and Distributor will make such payments pursuant to its standardized schedule, which may change from time to time. The parties hereby agree that the foregoing selling 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in In the event of a Follow-On Offeringany discrepancy between Concessions retained by Dealer and Distributor's records and calculations, Distributor's records and calculations will control and Dealer will promptly make payment in accordance with instructions to be provided to resolve any such discrepancy promptly upon receipt of notice of such discrepancy. Notwithstanding the equivalent section foregoing, if any Shares sold to Dealer under the terms of this Agreement are tendered for redemption or repurchase within seven business days after the date of confirmation of the applicable Follow-On original purchase, it is agreed that Dealer Manager Agreement)will forfeit the right to any Concession, Commission or other compensation with respect to such Shares. Distributor will notify Dealer of any such redemption or repurchase within ten business days from the date on which the request for redemption or repurchase is delivered to Distributor or to the relevant Fund, and that the Company is not liable Dealer will immediately refund to Distributor any Concession, Commission or responsible for the direct payment of other compensation allowed or paid in connection with such commissions sale, per written instructions to Dealerbe provided by Distributor from time to time.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer 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 commissions will be paid by the Dealer Manager. For these purposes, a “sale of 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated 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 (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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 selling commissions or a Dealer Manager Fee will be paid in connection with Shares sold under the DRIP. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering RequirementRequired Capital, as defined in the Escrow Agreement, is satisfiedobtained, subscription proceeds investments will be held in escrow and, if the Minimum Offering Requirement Required Capital is not satisfiedobtained, subscription proceeds investments will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement). The parties hereby agree that the foregoing selling 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances described in this Section 4 or as otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreementas amended and supplemented), the Dealer’s selling commission applicable to the total public offering price of the Class R Shares and Class I Shares sold in by the primary offering by Dealer that Dealer, which it is authorized to sell hereunder hereunder, is 7.0% of the gross proceeds of the as set forth in Appendix I hereto. All selling commissions and dealer manager fees described below shall be based on Shares sold by it Dealer and accepted and confirmed by the Company, which commissions commission and dealer manager fees will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a securities purchaser subscriber for Shares pursuant to all applicable offering and subscription documents documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 hereof, the Pennsylvania Minimum and Washington Minimum, as applicable, have been achieved, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission and dealer manager fee, as applicable, to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions and dealer manager fees payable is limited solely to the proceeds of commissions or dealer manager fees, as applicable, receivable associated therewith, from the Company and the Dealer hereby waives any and all rights to receive payment of commissions and reallowance of dealer manager fees due until such time as the Dealer Manager is in receipt of the commission or dealer manager fee, as applicable, from the Company. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Company will pay to the Dealer Manager an annual distribution and shareholder servicing fee in connection with sales of Class R Shares in the Primary Offering during the term of this Agreement for services and expenses related to the marketing, sale and distribution of such Class R Shares and for providing shareholder services, subject to the limitations set forth below. The Dealer Manager will reallow to Dealer the distribution and shareholder servicing fee with respect to the Class R Shares sold in the Primary Offering by the Dealer during the term of this Agreement as compensation for the Dealer (i) acting as broker-dealer of record with respect to such Class R Shares, and (ii) providing ongoing or regular account or portfolio maintenance for the holder of such Class R Shares, assisting with recordkeeping, assisting and processing distribution payments or providing other similar services as the holder of such Class R Shares may reasonably require in connection with such holder’s investment in Class R Shares. Notwithstanding, if the Dealer Manager is notified that the Dealer is no longer the broker-dealer of record with respect to such Class R Shares or no longer satisfies the conditions set forth in (ii) above, then the Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class R Shares shall cease, and the Dealer shall not receive the distribution and shareholder servicing fee for any portion of the month in which the Dealer is not eligible on the last day of the month. Thereafter, such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class R Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement or similar servicing agreement with the Dealer Manager that provides for such reallowance and such broker-dealer is in compliance with the eligibility requirements set forth in such agreement. The Dealer Manager may also reallow some or all of the distribution and shareholder servicing fee to other broker-dealers who provide services with respect to the Class R Shares pursuant to a servicing agreement with the Dealer Manager to the extent such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. In additionthis regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Notwithstanding anything to the contrary herein, the Company will cease paying the distribution and shareholder servicing fee with respect to the Class R Shares held in any particular account, and those Class R Shares will convert into a number of Class I Shares determined by multiplying each Class R Share to be converted by the applicable conversion rate as set forth in the Articles Supplementary establishing the rights and privileges of the Class R 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 Offering in which the initial Class R Shares in the account were sold, the end of the month in which total underwriting compensation paid in the Primary Offering is not less than 10.0% of the gross proceeds of the Primary Offering from the sale of Class A, Class T Shares, Class R and Class I Shares; and (iv) the end of the month in which the total underwriting compensation (which consists of selling commissions, dealer manager fees and distribution and shareholder servicing fees) paid with respect to such Class R Shares purchased in the Primary Offering is not less than 8.5% (or a lower limit described below) of the gross offering price of those Class R Shares purchased in such Primary Offering (excluding shares purchased through the DRP). If the Company redeems a portion, but not all of the Class R Shares held in a stockholder’s account, the total underwriting compensation limit and amount of underwriting compensation previously paid will be prorated between the Class R Shares that were redeemed and those Class R Shares that were retained in the account. Likewise, if a portion of the Class R Shares in a stockholder’s account is sold or otherwise transferred in a secondary transaction, the total underwriting compensation limit and amount of underwriting compensation previously paid will be prorated between the Class R Shares that were transferred and the Class R Shares that were retained in the account. With respect to item (iv) above, all of the Class R 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 8.5% limit on underwriting compensation (or a lower limit, provided that, in the case of a lower limit, the Selected Dealer Agreement between the Dealer Manager and the applicable Dealer in effect at the time Class R Shares were first issued to such account sets forth the lower limit and the Dealer Manager advises the Company’s transfer agent of the lower limit in writing) in a particular account is reached. The Company will further cease paying the distribution and shareholder servicing fee on any Class T or Class R 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.. A distribution and shareholder servicing fee will not be paid on (i) any Class A Shares, (ii) any Class I Shares, (iii) Class T Shares issued under the DRP or (iv) Class R Shares issued under the DRP. In addition, upon the terms set forth herein or in the Prospectus (or the applicable Follow-On Prospectusas amended and supplemented), the Dealer Manager maywill reallow to Dealer a portion of its dealer manager fee equal to a specified percentage of the proceeds from Shares sold by Dealer in the Primary Offering, or for Class R Shares or Class I Shares sold by Dealer in the Primary Offering after the Company has established an estimated net asset value per share, based on the new offering price per Class R Share or Class I Share, as applicable, determined in accordance with the Prospectus (the “Marketing Fee”), upon the terms and conditions set forth in Appendix II hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, reallow based upon a portion number of factors including the number of Shares sold by Dealer in this Offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by other Dealers participating in the Dealer Manager in its sole discretion. 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 ManagerOffering. The Dealer Manager or the Company will pay or reimburse Dealer for reasonable bona fide invoiced due diligence expenses incurred by Dealer provided of Dealer, provided, however, that the aggregate of such expenses are provided reimbursements to Dealer Manager on a detailed and itemized invoice. Except as otherwise provided hereinother broker-dealers, together with all expenses incurred by Dealer in other organization and offering expenses, may not exceed 15% of the performance of DealerCompany’s obligations hereunder, including, but not limited to, expenses related to the Offering (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of from the Shares sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement. The parties hereby agree that the foregoing selling commissions commissions, dealer manager fees and Dealer Manager Fees distribution and shareholder servicing fees are 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 (or any Follow-On Offering) is limited to such selling commissions compensation from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 8 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions commissions, fees or payments to the Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances described in this Section 4 or as otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreementas amended and supplemented), the Dealer’s selling commission applicable to the total public offering price of the Class R Shares and Class I Shares sold in by the primary offering by Dealer that Dealer, which it is authorized to sell hereunder hereunder, is 7.0% of the gross proceeds of the as set forth in Appendix I hereto. All selling commissions and dealer manager fees described below shall be based on Shares sold by it Dealer and accepted and confirmed by the Company, which commissions commission and dealer manager fees will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a securities purchaser subscriber for Shares pursuant to all applicable offering and subscription documents documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 hereof, the Pennsylvania Minimum and Washington Minimum, as applicable, have been achieved, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission and dealer manager fee, as applicable, to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions and dealer manager fees payable is limited solely to the proceeds of commissions or dealer manager fees, as applicable, receivable associated therewith, from the Company and the Dealer hereby waives any and all rights to receive payment of commissions and reallowance of dealer manager fees due until such time as the Dealer Manager is in receipt of the commission or dealer manager fee, as applicable, from the Company. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Company will pay to the Dealer Manager an annual distribution and shareholder servicing fee in connection with sales of Class R Shares in the Primary Offering during the term of this Agreement for services and expenses related to the marketing, sale and distribution of such Class R Shares and for providing shareholder services, subject to the limitations set forth below. The Dealer Manager will reallow to Dealer the distribution and shareholder servicing fee with respect to the Class R Shares sold in the Primary Offering by the Dealer during the term of this Agreement as compensation for the Dealer (i) acting as broker-dealer of record with respect to such Class R Shares, and (ii) providing ongoing or regular account or portfolio maintenance for the holder of such Class R Shares, assisting with recordkeeping, assisting and processing distribution payments or providing other similar services as the holder of such Class R Shares may reasonably require in connection with such holder’s investment in Class R Shares. Notwithstanding, if the Dealer Manager is notified that the Dealer is no longer the broker-dealer of record with respect to such Class R Shares or no longer satisfies the conditions set forth in (ii) above, then the Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class R Shares shall cease, and the Dealer shall not receive the distribution and shareholder servicing fee for any portion of the month in which the Dealer is not eligible on the last day of the month. Thereafter, such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class R Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement or similar servicing agreement with the Dealer Manager that provides for such reallowance and such broker-dealer is in compliance with the eligibility requirements set forth in such agreement. The Dealer Manager may also reallow some or all of the distribution and shareholder servicing fee to other broker-dealers who provide services with respect to the Class R Shares pursuant to a servicing agreement with the Dealer Manager to the extent such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. In additionthis regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Notwithstanding anything to the contrary herein, the Company will cease paying the distribution and shareholder servicing fee with respect to the Class R Shares held in any particular account, and those Class R Shares will convert into a number of Class I Shares determined by multiplying each Class R Share to be converted by the applicable conversion rate as set forth in the Articles Supplementary establishing the rights and privileges of the Class R 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 Offering in which the initial Class R Shares in the account were sold, the end of the month in which total underwriting compensation paid in the Primary Offering is not less than 10.0% of the gross proceeds of the Primary Offering from the sale of Class A, Class T Shares, Class R and Class I Shares; and (iv) the end of the month in which the total underwriting compensation (which consists of selling commissions, dealer manager fees and distribution and shareholder servicing fees) paid with respect to such Class R Shares purchased in the Primary Offering is not less than 8.5% (or a lower limit described below) of the gross offering price of those Class R Shares purchased in such Primary Offering (excluding shares purchased through the DRP). If the Company redeems a portion, but not all of the Class R Shares held in a stockholder’s account, the total underwriting compensation limit and amount of underwriting compensation previously paid will be prorated between the Class R Shares that were redeemed and those Class R Shares that were retained in the account. Likewise, if a portion of the Class R Shares in a stockholder’s account is sold or otherwise transferred in a secondary transaction, the total underwriting compensation limit and amount of underwriting compensation previously paid will be prorated between the Class R Shares that were transferred and the Class R Shares that were retained in the account. With respect to item (iv) above, all of the Class R 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 8.5% limit on underwriting compensation (or a lower limit, provided that, in the case of a lower limit, the Selected Dealer Agreement between the Dealer Manager and the applicable Dealer in effect at the time Class R Shares were first issued to such account sets forth the lower limit and the Dealer Manager advises the Company’s transfer agent of the lower limit in writing) in a particular account is reached. The Company will further cease paying the distribution and shareholder servicing fee on any Class T or Class R 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. A distribution and shareholder servicing fee will not be paid on (i) any Class A Shares, (ii) any Class I Shares, (iii) Class T Shares issued under the DRP or (iv) Class R Shares issued under the DRP. In addition, upon the terms set forth herein or in the Prospectus (or the applicable Follow-On Prospectusas amended and supplemented), the Dealer Manager maywill reallow to Dealer a portion of its dealer manager fee equal to a specified percentage of the proceeds from Shares sold by Dealer in the Primary Offering, or for Class R Shares or Class I Shares sold by Dealer in the Primary Offering after the Company has established an estimated net asset value per share, based on the new offering price per Class R Share or Class I Share, as applicable, determined in accordance with the Prospectus (the “Marketing Fee”), upon the terms and conditions set forth in Appendix II hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, reallow based upon a portion number of factors including the number of Shares sold by Dealer in this Offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by other Dealers participating in the Dealer Manager in its sole discretion. 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 ManagerOffering. The Dealer Manager or the Company will pay or reimburse Dealer for reasonable bona fide invoiced due diligence expenses incurred by Dealer provided of Dealer, provided, however, that the aggregate of such expenses are provided reimbursements to Dealer Manager on a detailed and itemized invoice. Except as otherwise provided hereinother broker-dealers, together with all expenses incurred by Dealer in other organization and offering expenses, may not exceed 15% of the performance of DealerCompany’s obligations hereunder, including, but not limited to, expenses related to the Offering (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of from the Shares sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement. The parties hereby agree that the foregoing selling commissions commissions, dealer manager fees and Dealer Manager Fees distribution and shareholder servicing fees are 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 (or any Follow-On Offering) is limited to such selling commissions compensation from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 8 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions commissions, fees or payments to the Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances described in or as otherwise provided for in the “"Plan of Distribution” " section of the Prospectus or Offering Circular, the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling 's sales commission applicable to the total public offering price of Shares Bonds sold in the primary offering by Dealer that which it is authorized to sell hereunder is 7.0up to 5% of the gross proceeds of the Shares Bonds sold by it and accepted and confirmed by the Company, which commissions commission will be paid payable by the Dealer ManagerManaging Broker-Dealer. For these purposes, a “sale of Shares” Bonds shall occur be deemed to be "sold" if and only if a transaction has closed with a securities purchaser Subscriber for Bonds pursuant to all applicable offering and subscription documents and documents, the Company has thereafter distributed accepted the commission to the Dealer Manager in connection with Subscription Agreement of such transactionSubscriber, and such Bonds have been fully paid for. The Dealer affirms that the Dealer Manager’s Managing Broker-Dealer's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewithfrom the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Managing Broker-Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus)Offering Circular, the Managing Broker-Dealer Manager may, in its sole discretion, reallow subject to the Managing Broker-Dealer Agreement, re-allow a portion of its managing broker-dealer fee to Dealers participating in the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months Offering of the date of sale of Shares or Bonds sold by such requests will not be honored by the Dealer Manager. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On Offering) and any attorneys’ marketing fees, shall be at Dealer’s sole cost reimbursement of costs and expense, and the foregoing shall apply notwithstanding the fact that the Offering (expenses of attending educational conferences or any Followto defray other distribution-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreementrelated expenses. The parties hereby agree that the foregoing selling commissions and Dealer Manager Fees are commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesBonds, that Dealer’s 's interest in the Offering (or any Follow-On Offering) is limited to such selling commissions commission from the Managing Broker-Dealer Manager and Dealer’s 's indemnity referred to in Section 8.4 4 of the Managing Broker-Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions commission to the Dealer. In addition, as set forth in the Offering Circular, the Managing Broker-Dealer may reimburse Dealer an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Managing Broker-Dealer 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’ Compensation. Except for discounts and other others special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer 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 commissions will be paid by the Dealer Manager. For these purposes, a “sale of 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated 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 (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow all or a portion of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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 selling commissions or a Dealer Manager Fee will be paid in connection with Shares sold under the DRIP. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section Section 3 of the Escrow Agreement). Until the Minimum Offering RequirementRequired Capital, as defined in the Escrow Agreement, is satisfiedobtained, subscription proceeds investments will be held in escrow and, if the Minimum Offering Requirement Required Capital is not satisfiedobtained, subscription proceeds investments will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement. The parties hereby agree that the foregoing selling 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer that it is authorized to sell hereunder is (1) 7.0% of the gross proceeds of the Class A Shares and (2) 3.0% of the gross proceeds of the Class C Shares sold by it and accepted and confirmed by the Company, which commissions commissions, in each case, will be paid by the Dealer Manager. For these purposes, a “sale of Class A Shares or Class C Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering Offering and subscription documents 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 associated 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 (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion of the Dealer Manager Fee and all or any portion of the Distribution Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. Reimbursement requests for accountable bona fide due diligence expenses must Dealer acknowledges and agrees that no selling commissions or a Dealer Management Fee will be made by Dealer within six months of paid in connection with Shares sold under the date of sale of DRIP; provided, however, that the Distribution Fee is payable with respect to Class C Shares or such requests will not be honored by sold under the Dealer ManagerDRIP. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoiceinvoice within six months of the date of sale of Shares. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Company has satisfied the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds investments will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds investments will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement). The parties hereby agree that the foregoing selling commissions and commissions, Dealer Manager Fees and Distribution 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and to Dealer’s indemnity referred to in Section 8.4 9.2 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealerany commissions.

Dealers’ Compensation. Except for discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer 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 commissions will be paid by the Dealer Manager. For these purposes, a “sale of 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. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated 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 (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow all or a portion of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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 selling commissions or a Dealer Manager Fee will be paid in connection with Shares sold under the DRIP. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. 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 the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering RequirementRequired Capital, as defined in the Escrow Agreement, is satisfiedobtained, subscription proceeds investments will be held in escrow and, if the Minimum Offering Requirement Required Capital is not satisfiedobtained, subscription proceeds investments will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreement). The parties hereby agree that the foregoing selling 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 (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts The Managing Broker-Dealer shall pay the Dealer a selling commission of up to 5.5% of the gross offering proceeds of the Bonds sold by it and other special circumstances described in or otherwise accepted and confirmed by the Company. As provided for in the “Plan of Distribution” section of the Prospectus Offering Circular, and in Section 3.3 and Exhibit A of the Managing Broker-Dealer Agreement, in addition to the selling commissions equal to 5.5% of aggregate gross offering proceeds, Managing Broker-Dealer will receive a Managing Broker-Dealer Fee of up to 2.5% of aggregate gross offering proceeds, which it may re-allow, in whole or in part to the Dealers. Additionally, the Company has agreed to pay to Managing Broker-Dealer a non-accountable marketing and due diligence expense reimbursement in an amount up to 1% of aggregate gross offering proceeds, which will be re-allowed to the Dealers. The aforementioned selling commissions, Managing Broker-Dealer Fees and non-accountable marketing and due diligence expense reimbursements shall only be paid to the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable with regard to the total public offering price of Shares sold in the primary offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares Bonds sold by it and accepted and confirmed by the Company. While the Company agrees to reimburse its Manager, which commissions will GK Development, Inc. dba GK Real Estate, for the cumulative organizational and offering expenses incurred by its Manager and its affiliates in connection with the Offering and its organization in an amount equal to up to 2.5% of the gross offering proceeds from the Offering, the Manager intends to use, in whole or in part, such organizational and offering fee to reimburse the Managing Broker-Dealer for its underwriting expenses in connection with the Offering. Such underwriting expenses of the Managing Broker-Dealer may include, without limitation, fees paid by registered representatives associated with the Managing Broker-Dealer to attend retail seminars sponsored by the Dealers, costs associated with sponsoring conferences, including reimbursements for registered representatives associated with the Dealers to attend educational conferences sponsored by the Company or the Managing Broker-Dealer, reimbursements for customary lodging, meals and reasonable entertainment expenses and promotional items, technology costs and legal fees of the Managing Broker-Dealer. The marketing fees may be paid to any particular Dealer based upon prior or projected volume of sales and the amount of marketing assistance and the level of marketing support provided by a Dealer in the past and anticipated to be provided in this Offering. Any such underwriting expenses must comply with FINRA Rules, including FINRA Rules concerning non-cash compensation. In no event will the maximum amount of underwriting compensation from any source (including fees described in this paragraph, or the selling commissions, the Managing Broker-Dealer Fee and non-accountable marketing and due diligence expense reimbursements discussed above) payable to underwriters, broker-dealers or affiliates exceed 10% of the gross offering proceeds of this Offering. The terms and conditions for payments of any marketing fees are set forth further in Schedule I to this Participating Dealer Agreement. As set forth in Section 3.3 and Exhibit A of the Managing Broker-Dealer Agreement, the Company may also reimburse the Dealer Managerfor bona fide out-of-pocket itemized and detailed due diligence expenses. For these purposespurposes of this Participating Dealer Agreement, a Bonds shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a securities purchaser subscriber for Bonds pursuant to all applicable offering and subscription documents and documents, the Company has thereafter distributed accepted the commission to the Dealer Manager in connection with Subscription Agreement of such transactionsubscriber and such Bonds have been fully paid for. The Dealer affirms that the Dealer ManagerManaging Broker-Dealer’s liability for commissions and other amounts payable to the Dealer is limited solely to the proceeds of commissions receivable associated and other payments received from the Company. The Dealer shall have the responsibility to disclose to investors the terms of any such selling commissions, fees, reimbursements, payments or any preferential treatments, if any, provided to the Managing Broker-Dealer or Dealer in connection therewith, if applicable and to the extent required. The Dealer shall have no right to receive, and the Managing Broker-Dealer hereby waives shall have no obligation to make, payments of any and all rights to receive payment of commissions due selling commissions, fees, or reimbursements until such time as the Managing Broker-Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion Company of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. Dealer acknowledges and agrees that no selling commissions, payments fees or amount whatsoever will reimbursements from which such fees or reimbursements are to be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreementpaid. The parties hereby agree that the foregoing selling commissions commissions, fees, reimbursements and Dealer Manager Fees other payments are not in excess of the usual and customary distributors’ or sellers’ commission commissions, fees, reimbursements and payments received in the sale of securities similar to the SharesBonds, that the Dealer’s interest in the Offering (or any Follow-On Offering) is limited to such selling commissions commissions, fees, reimbursements and payments from the Managing Broker-Dealer Manager and the Dealer’s indemnity referred to in Section 8.4 4 of the Managing Broker-Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for such payments to the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts The Managing Broker-Dealer shall pay the Dealer a selling commission of up to 5.5% of the gross offering proceeds of the Bonds sold by it and other special circumstances described in or otherwise accepted and confirmed by the Company. As provided for in the “Plan of Distribution” section of the Prospectus Offering Circular, and in Section 3.3 and Exhibit A of the Managing Broker-Dealer Agreement, in addition to the selling commissions equal to 5.5% of aggregate gross offering proceeds, Managing Broker-Dealer will receive a Managing Broker-Dealer Fee of up to 2.5% of aggregate gross offering proceeds, which it may re-allow, in whole or in part to the Dealers. Additionally, the Company has agreed to pay to Managing Broker-Dealer a non-accountable marketing and due diligence expense reimbursement in an amount up to 1% of aggregate gross offering proceeds, which will be re-allowed to the Dealers. The aforementioned selling commissions, Managing Broker-Dealer Fees and non-accountable marketing and due diligence expense reimbursements shall only be paid to the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable with regard to the total public offering price of Shares sold in the primary offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares Bonds sold by it and accepted and confirmed by the Company. While the Company agrees to reimburse its Manager, which commissions will GK Development, Inc., for the cumulative organizational and offering expenses incurred by its Manager and its affiliates in connection with the Offering and its organization in an amount equal to up to 2.5% of the gross offering proceeds from the Offering, the Manager intends to use, in whole or in part, such organizational and offering fee to reimburse the Managing Broker-Dealer for its underwriting expenses in connection with the Offering. Such underwriting expenses of the Managing Broker-Dealer may include, without limitation, fees paid by registered representatives associated with the Managing Broker-Dealer to attend retail seminars sponsored by the Dealers, costs associated with sponsoring conferences, including reimbursements for registered representatives associated with the Dealers to attend educational conferences sponsored by the Company or the Managing Broker-Dealer, reimbursements for customary lodging, meals and reasonable entertainment expenses and promotional items, technology costs and legal fees of the Managing Broker-Dealer. The marketing fees may be paid to any particular Dealer based upon prior or projected volume of sales and the amount of marketing assistance and the level of marketing support provided by a Dealer in the past and anticipated to be provided in this Offering. Any such underwriting expenses must comply with FINRA Rules, including FINRA Rules concerning non-cash compensation. In no event will the maximum amount of underwriting compensation from any source (including fees described in this paragraph, or the selling commissions, the Managing Broker-Dealer Fee and non-accountable marketing and due diligence expense reimbursements discussed above) payable to underwriters, broker-dealers or affiliates exceed 10% of the gross offering proceeds of this Offering. The terms and conditions for payments of any marketing fees are set forth further in Schedule I to this Participating Dealer Agreement. As set forth in Section 3.3 and Exhibit A of the Managing Broker-Dealer Agreement, the Company may also reimburse the Dealer Managerfor bona fide out-of-pocket itemized and detailed due diligence expenses. For these purposespurposes of this Participating Dealer Agreement, a Bonds shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a securities purchaser subscriber for Bonds pursuant to all applicable offering and subscription documents and documents, the Company has thereafter distributed accepted the commission to the Dealer Manager in connection with Subscription Agreement of such transactionsubscriber and such Bonds have been fully paid for. The Dealer affirms that the Dealer ManagerManaging Broker-Dealer’s liability for commissions and other amounts payable to the Dealer is limited solely to the proceeds of commissions receivable associated and other payments received from the Company. The Dealer shall have the responsibility to disclose to investors the terms of any such selling commissions, fees, reimbursements, payments or any preferential treatments, if any, provided to the Managing Broker-Dealer or Dealer in connection therewith, if applicable and to the extent required. The Dealer shall have no right to receive, and the Managing Broker-Dealer hereby waives shall have no obligation to make, payments of any and all rights to receive payment of commissions due selling commissions, fees, or reimbursements until such time as the Managing Broker-Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus (or the applicable Follow-On Prospectus), the Dealer Manager may, in its sole discretion, reallow a portion Company of the Dealer Manager Fee to Dealer. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion. 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. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses are provided to Dealer Manager on a detailed and itemized invoice. 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 (or any Follow-On 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 (or any Follow-On Offering) is not consummated for any reason. Dealer acknowledges and agrees that no selling commissions, payments fees or amount whatsoever will reimbursements from which such fees or reimbursements are to be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to the Escrow Agreement (or, in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, as defined in the Escrow Agreement, is satisfied, subscription proceeds will be held in escrow and, if the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors in accordance with the Prospectus (or the applicable Follow-On Prospectus) and the Escrow Agreementpaid. The parties hereby agree that the foregoing selling commissions commissions, fees, reimbursements and Dealer Manager Fees other payments are not in excess of the usual and customary distributors’ or sellers’ commission commissions, fees, reimbursements and payments received in the sale of securities similar to the SharesBonds, that the Dealer’s interest in the Offering (or any Follow-On Offering) is limited to such selling commissions commissions, fees, reimbursements and payments from the Managing Broker-Dealer Manager and the Dealer’s indemnity referred to in Section 8.4 4 of the Managing Broker-Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for such payments to the direct payment of such commissions to Dealer.

Dealers’ Compensation. Except for discounts and other special circumstances The sales load, if any, on the Dealer’s sales of Shares will be offered as described in or otherwise the Prospectus. In the case of a class of Shares that has adopted a Plan, the Distributor may elect from time to time to make payments to the Dealer as provided under such Plan in connection with providing the distribution and/or shareholder services provided for thereunder and as agreed to between the parties hereto. Any such payments shall be made in the amount and manner set forth in Schedule 1 hereto or in the Prospectus. Notwithstanding the foregoing, the Dealer acknowledges that any compensation to be paid to the Dealer by the Distributor is paid from proceeds paid to the Distributor by the Company pursuant to its Plan, and to the extent the Distributor does not receive such proceeds, for any reason, the amounts payable to the Dealer will be reduced accordingly. The Distributor or its affiliates may, to the extent permitted by applicable law, elect to make payments to the Dealer from their own resources. Except as may be provided in the “Plan of Distribution” section of the Prospectus Prospectus, the Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth herein, including as provided on Schedule 1 hereto. Schedule 1 may be discontinued or changed by the Distributor from time to time and shall be in effect with respect to a class of Shares that has a Plan and so long as such Plan remains in effect. The Dealer shall furnish to the Distributor or the Dealer Manager Agreement (or the applicable Follow-On Prospectus or applicable Follow-On Dealer Manager Agreement), Dealer’s selling commission applicable to the total public offering price of Shares sold Company such information in the primary offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by it and accepted and confirmed writing as shall reasonably be requested by the Company's board of trustees ("Board") with respect to the fees paid to Broker/Dealer pursuant to this Agreement. In the event that Rule 2341 of the FINRA’s Conduct Rules precludes the Company from imposing, which commissions will be paid by or the Dealer Manager. For these purposesDistributor from receiving, a “sale of 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 sales charge (as defined 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 associated therewith, and the Dealer hereby waives Rule 2341) or 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 (or the applicable Follow-On Prospectus)portion thereof, the Dealer Manager mayshall not be entitled to any payments from the Distributor hereunder from the date that the Company discontinues or is required to discontinue imposition of some or all of its sales charges. If the Company resumes imposition of some or all of its sales charge, in its sole discretionthe Dealer will be entitled to payments hereunder or as modified by the Distributor, reallow a portion if applicable. The provisions of the Dealer Manager Fee Distribution Agreement, insofar as they relate to Dealerthe Plan, are incorporated herein by reference. Such reallowanceThe provisions under this Agreement, if anyrelating to the Plan, shall be determined continue in full force and effect only so long as the continuance of the Plan and the provisions of this Agreement are approved at least annually by a vote of the Board, including a majority of the trustees who are not interested persons of the Company (as defined by the Dealer Manager 1940 Act) and who have no direct or indirect financial interest in its sole discretion. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months the operation of the date Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of sale of Shares or such requests will not voting thereon. The provisions regarding Dealer compensation may be honored terminated by the Dealer Manager. The Dealer Manager will reimburse Dealer for reasonable bona fide due diligence expenses incurred by Dealer provided such expenses vote of a majority of the Board who are provided to Dealer Manager on a detailed and itemized invoice. Except not interested persons of the Fund (as otherwise provided herein, all expenses incurred by Dealer defined in the performance 1940 Act) and who have no direct or indirect financial interest in the operation of Dealer’s obligations hereunder, including, but not limited to, expenses the Plan or in any agreements related to the Offering Plan, or by a vote of a majority of the Company's outstanding Shares, on sixty (or 60) days’ written notice, without payment of any Follow-On 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 (or any Follow-On Offering) is not consummated for any reasonpenalty. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever Such provisions will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to the Escrow terminated also by any act that terminates this Agreement (or, and shall terminate automatically in the event of a Follow-On Offering, the equivalent section of the Escrow Agreement). Until the Minimum Offering Requirement, assignment (as that term is defined in the Escrow Agreement, is satisfied, subscription proceeds will be held 1940 Act) of this Agreement unless agreed to in escrow and, if writing by the Minimum Offering Requirement is not satisfied, subscription proceeds will be returned to the investors parties in accordance with terms of Section XV herein. After the Prospectus (effective date of any change in or discontinuance of Schedule 1, or the applicable Follow-On Prospectus) and termination of the Escrow AgreementPlan, such payments will be allowable or payable to the Dealer only in accordance with such change, discontinuance, or termination. The parties hereby agree Dealer agrees that it will have no claim against the foregoing selling commissions and Dealer Manager Fees are not in excess Distributor or the Company by virtue of the usual and customary distributors’ any such change, discontinuance, or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering (or any Follow-On Offering) is limited to such selling commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 8.4 of the Dealer Manager Agreement (or, in termination. In the event of a Follow-On Offeringany overpayment by the Distributor of any concession, distribution payment, or service payment, the equivalent section of the applicable Follow-On Dealer Manager Agreement), and that the Company is not liable or responsible for the direct payment of will promptly remit such commissions to Dealeroverpayment.