Common use of Distribution and Shareholder Servicing Fee Clause in Contracts

Distribution and Shareholder Servicing Fee. The terms and conditions of the annual distribution and shareholder servicing Fee (“Distribution Fee”) are subject to the Prospectus as may be amended or supplemented from time to time. If the Broker elects to sell Class T Shares and/or Class D Shares, the Managing Dealer may reallow to the Broker a Distribution Fee in an amount described below, for each Class T Share or Class D Share, as applicable, sold by the Broker in the Offering during the term of this Agreement. The Distribution Fee will accrue daily and will be paid monthly in arrears as described in the Prospectus. The Broker waives any and all rights to receive compensation, including the Distribution Fee, until it is paid to and received by the Managing Dealer. Payment of the Distribution Fee by the Company is subject to the terms and conditions of the Company’s Distribution and Shareholder Servicing Plan filed with the Company’s Registration Statement. Eligibility to receive the Distribution Fee for Class T Shares and/or Class D Shares is conditioned upon: (i) payment through an existing Participating Broker Agreement or other ongoing shareholder servicing agreement between the Managing Dealer and the Broker, (ii) the provision of on-going services with respect to the Shares by the Broker, which may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such other similar services as the shareholder may reasonably require in connection with investment in the class of Shares, and (iii) acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the Managing Dealer in writing if it is no longer the broker-dealer of record with respect to some or all of the Shares) or, if not acting as broker-dealer of record, otherwise providing advanced written confirmation to the Managing Dealer that it performed or arranged for provision of shareholder services to be provided to the account with respect to the Shares. In connection with this provision, the Broker agrees to reasonably cooperate to provide certification to the Company, the Managing Dealer, and its agents (including its auditors) confirming the provision services to each particular class of shareholder upon reasonable request. The Broker hereby represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements and is providing the above-described services. This Schedule I and ongoing payment of the Distribution Fee shall survive termination of the Offering and this Agreement but remains subject to all of the terms, conditions, and limitations in the Agreement and Schedule I, in the Company’s Managing Dealer Agreement or other servicing agreement with the Managing Dealer, and in the Company’s Distribution and Shareholder Servicing Plan. Notwithstanding the foregoing, upon the date, if any, the Managing Dealer is notified that the Broker is no longer meets the above eligibility requirements of the Distribution Fee with respect to such Class T Shares or Class D Shares, as applicable, then the Broker’s entitlement to the Distribution Fee related to such Class T Shares or Class D Shares, shall cease, and the Broker shall not receive the Distribution Fee for any portion of the month in which the Broker is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T Shares or Class D Shares, as applicable, made in connection with a change in the registration of record for the Class T Shares or Class D Shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Broker shall be entitled to a pro rata portion of the Distribution Fee related to the Class T Shares or Class D Shares, as applicable, for the portion of the month for which the Participating Broker was the broker dealer of record. Thereafter, the Distribution Fee may be reallowed by the Managing Dealer to another Participating Broker or other meeting the eligibility requirements of the Class T Shares or Class D Shares, if any, pursuant to a Participating Broker Agreement or similar servicing agreement with the Managing Dealer that provides for such reallowance. The Managing Dealer may also reallow some or all of the Distribution Fee to other broker-dealers who provide services with respect to the Class T Shares or Class D Shares pursuant to a servicing agreement with the Managing Dealer to the extent such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. All determinations regarding the reallowance of the Distribution Fee will be made by the Managing Dealer in good faith in its sole discretion.

Distribution and Shareholder Servicing Fee. The Upon the terms set forth in the Prospectus and conditions of with respect to Class T Shares purchased in the annual primary offering only, and for providing the services set forth on Exhibit B to this Agreement, the Dealer Manager will receive a distribution and shareholder servicing Fee (“Distribution Fee”) are subject to the Prospectus as may be amended or supplemented from time to time. If the Broker elects to sell Class T Shares and/or Class D Shares, the Managing Dealer may reallow to the Broker a Distribution Fee fee that accrues daily in an amount described below, for each equal to 1/365th of 1.125% of the purchase price per Class T Share or (or, once reported, the estimated value per Class D T Share) on a continuous basis from year to year, as applicable, sold by the Broker in the Offering during the term of this Agreement. The Distribution Fee will accrue daily and which will be paid monthly in arrears as described in (the Prospectus. The Broker waives any and all rights to receive compensation, including the Distribution Fee, until it is paid to and received by the Managing Dealer. Payment of the Distribution Fee by the Company is subject to the terms and conditions of the Company’s “Distribution and Shareholder Servicing Plan filed Fee”). The Dealer Manager will reallow 88.89% of the Distribution and Shareholder Servicing Fee (i.e., 1.0% of 1.125%) to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer). The Distribution and Shareholder Servicing Fee shall not begin to accrue until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and the Escrow Agent has released proceeds from the Escrow Account to the Company’s Registration Statement. Eligibility The Distribution and Shareholder Servicing Fee will not be payable with respect to receive DRIP Shares. The Company will cease paying the Distribution and Shareholder Servicing Fee (and cease deducting the Distribution and Shareholder Servicing Fee from amounts otherwise available for distribution to a holder of a Class T Shares and/or Share) with respect to a Class D Shares is conditioned uponT Share sold in the primary offering at the earlier of: (i) payment through an existing Participating Broker Agreement or other ongoing shareholder servicing agreement between the Managing Dealer and date at which the Broker, aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Primary Shares; (ii) the provision sixth anniversary of on-going services with respect to the Shares by last day of the Broker, fiscal quarter in which may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and the initial public offering (excluding the Company’s distribution reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such other similar services as the shareholder may reasonably require in connection with investment in the class of Shares, and plan) terminates; (iii) acting as broker-dealer the end of record with respect to such Shares (the month in which case the Broker agrees to promptly notify the Managing Dealer in writing if it is no longer the broker-dealer Company’s transfer agent, on behalf of record with respect to some or all of the Shares) or, if not acting as broker-dealer of record, otherwise providing advanced written confirmation to the Managing Dealer that it performed or arranged for provision of shareholder services to be provided to the account with respect to the Shares. In connection with this provision, the Broker agrees to reasonably cooperate to provide certification to the Company, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Managing Dealer, and its agents (including its auditors) confirming the provision services to each particular class of shareholder upon reasonable request. The Broker hereby represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements and is providing the above-described services. This Schedule I and ongoing payment of the Distribution Fee shall survive termination of the Offering and this Agreement but remains subject to all of the terms, conditions, and limitations in the Agreement and Schedule I, in the Company’s Managing Dealer Agreement or other servicing agreement with the Managing Dealer, and in the Company’s Distribution and Shareholder Servicing Plan. Notwithstanding the foregoing, upon the date, if any, the Managing Dealer is notified that the Broker is no longer meets the above eligibility requirements Fee and other elements of the Distribution Fee underwriting compensation with respect to such Class T Shares or Class D SharesShare, as applicable, then would be in excess of 10% of the Broker’s entitlement to total gross investment amount at the Distribution Fee related to time of purchase of such Class T Shares or Class D Shares, shall cease, Share in the primary offering; and (iv) the Broker shall not receive the Distribution Fee for any portion sale of the month in which Company or the Broker is not eligible on the last day sale of the month; provided, however, if there is a change in the broker-dealer all or substantially all of record with respect to the Class T Shares or Class D Shares, as applicable, made in connection with a change in the registration of record for the Class T Shares or Class D Shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Broker shall be entitled to a pro rata portion of the Distribution Fee related to the Class T Shares or Class D Shares, as applicable, for the portion of the month for which the Participating Broker was the broker dealer of record. Thereafter, the Distribution Fee may be reallowed by the Managing Dealer to another Participating Broker or other meeting the eligibility requirements of the Class T Shares or Class D Shares, if any, pursuant to a Participating Broker Agreement or similar servicing agreement with the Managing Dealer that provides for such reallowance. The Managing Dealer may also reallow some or all of the Distribution Fee to other broker-dealers who provide services with respect to the Class T Shares or Class D Shares pursuant to a servicing agreement with the Managing Dealer to the extent such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. All determinations regarding the reallowance of the Distribution Fee will be made by the Managing Dealer in good faith in its sole discretionassets.

Distribution and Shareholder Servicing Fee. Each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable by the Company to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The terms and conditions of the annual distribution and shareholder servicing Fee (“Distribution Fee”) are subject to fee of 1.0% of the Prospectus as may be amended or supplemented from time to time. If the Broker elects to sell Class T Shares and/or Class D Shares, the Managing Dealer may reallow to the Broker a Distribution Fee in an amount described below, for each purchase price per Class T Share or (or, once reported, the NAV per Class D T Share, as applicable, sold by the Broker in the Offering during the term of this Agreement. The Distribution Fee ) will accrue daily as provided in the “Description of Shares” section of the Prospectus and will be paid monthly in arrears as described in the Prospectusarrears. The Broker waives any Dealer Manager will reallow the distribution and all rights to receive compensation, including the Distribution Fee, until it is paid to and received by the Managing Dealer. Payment of the Distribution Fee by the Company is subject shareholder servicing fee to the terms and conditions of Dealer who initially sold the Company’s Distribution and Shareholder Servicing Plan filed with the Company’s Registration Statement. Eligibility to receive the Distribution Fee for Class T Shares and/or Class D Shares is conditioned upon: (i) payment through an existing Participating Broker Agreement or other ongoing giving rise to such distribution and shareholder servicing agreement between fees, provided that, if the Managing Dealer and Manager is notified that the Broker, (ii) the provision of on-going services with respect to the Dealer who sold such Class T Shares by the Broker, which may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such other similar services as the shareholder may reasonably require in connection with investment in the class of Shares, and (iii) acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the Managing Dealer in writing if it is no longer the broker-dealer of record with respect to some or all of the Shares) or, if not acting as broker-dealer of record, otherwise providing advanced written confirmation to the Managing Dealer that it performed or arranged for provision of shareholder services to be provided to the account with respect to the Shares. In connection with this provision, the Broker agrees to reasonably cooperate to provide certification to the Company, the Managing Dealer, and its agents (including its auditors) confirming the provision services to each particular class of shareholder upon reasonable request. The Broker hereby represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements and is providing the above-described services. This Schedule I and ongoing payment of the Distribution Fee shall survive termination of the Offering and this Agreement but remains subject to all of the terms, conditions, and limitations in the Agreement and Schedule I, in the Company’s Managing Dealer Agreement or other servicing agreement with the Managing Dealer, and in the Company’s Distribution and Shareholder Servicing Plan. Notwithstanding the foregoing, upon the date, if any, the Managing Dealer is notified that the Broker is no longer meets the above eligibility requirements of the Distribution Fee with respect to such Class T Shares or Class D Shares, as applicable, then the Brokersuch Dealer’s entitlement to the Distribution Fee distribution and shareholder servicing fees related to such Class T Shares or Class D Shares, shall cease, and the Broker such Dealer shall not receive the Distribution Fee distribution and shareholder servicing fee for any portion of the month in which the Broker such Dealer is not eligible the broker-dealer of record on the last day of the month; provided. Thereafter, however, if there is a change in such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record with respect to the Class T Shares or Class D Shares, as applicable, made in connection with a change in the registration of record for the Class T Shares or Class D Shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Broker shall be entitled to a pro rata portion of the Distribution Fee related to the Class T Shares or Class D Shares, as applicable, for the portion of the month for which the Participating Broker was the broker dealer of record. Thereafter, the Distribution Fee may be reallowed by the Managing Dealer to another Participating Broker or other meeting the eligibility requirements of the Class T Shares or Class D Shares, if any, pursuant to if such broker-dealer of record has entered into a Participating Broker Selected Dealer Agreement or similar servicing agreement with the Managing Dealer Manager that provides for such reallowance. The Managing Dealer Manager may also reallow some or all of the Distribution Fee distribution and shareholder servicing fee to other broker-dealers who provide services with respect to the Class T Shares or Class D Shares pursuant to a servicing agreement with the Managing Dealer Manager to the extent that such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. All In this regard, all determinations regarding the reallowance of the Distribution Fee will be made by the Managing 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 all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of 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. Class T Shares issued under the DRP will not be subject to the distribution and shareholder servicing fee. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Dealers participating in the Offering, including, but not limited to selling commissions, dealer manager fees and distribution and shareholder servicing fees, exceed ten percent (10.0%) of the gross offering proceeds from the primary Offering in the aggregate.

Distribution and Shareholder Servicing Fee. Each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable by the Company to the Dealer Manager for four years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The terms and conditions of the annual distribution and shareholder servicing Fee (“Distribution Fee”) are subject to fee of 1.0% of the Prospectus as may be amended or supplemented from time to time. If the Broker elects to sell Class T Shares and/or Class D Shares, the Managing Dealer may reallow to the Broker a Distribution Fee in an amount described below, for each purchase price per Class T Share or (or, once reported, the NAV per Class D T Share, as applicable, sold by the Broker in the Offering during the term of this Agreement. The Distribution Fee ) will accrue daily and will be paid monthly as provided in arrears as described in the “Description of Shares” section of the Prospectus. The Broker waives any Dealer Manager will reallow the distribution and all rights to receive compensation, including the Distribution Fee, until it is paid to and received by the Managing Dealer. Payment of the Distribution Fee by the Company is subject shareholder servicing fee to the terms and conditions of Dealer who initially sold the Company’s Distribution and Shareholder Servicing Plan filed with the Company’s Registration Statement. Eligibility to receive the Distribution Fee for Class T Shares and/or Class D Shares is conditioned upon: (i) payment through an existing Participating Broker Agreement or other ongoing giving rise to such distribution and shareholder servicing agreement between fees, provided that, if the Managing Dealer and Manager is notified that the Broker, (ii) the provision of on-going services with respect to the Dealer who sold such Class T Shares by the Broker, which may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such other similar services as the shareholder may reasonably require in connection with investment in the class of Shares, and (iii) acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the Managing Dealer in writing if it is no longer the broker-dealer of record with respect to some or all of the Shares) or, if not acting as broker-dealer of record, otherwise providing advanced written confirmation to the Managing Dealer that it performed or arranged for provision of shareholder services to be provided to the account with respect to the Shares. In connection with this provision, the Broker agrees to reasonably cooperate to provide certification to the Company, the Managing Dealer, and its agents (including its auditors) confirming the provision services to each particular class of shareholder upon reasonable request. The Broker hereby represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements and is providing the above-described services. This Schedule I and ongoing payment of the Distribution Fee shall survive termination of the Offering and this Agreement but remains subject to all of the terms, conditions, and limitations in the Agreement and Schedule I, in the Company’s Managing Dealer Agreement or other servicing agreement with the Managing Dealer, and in the Company’s Distribution and Shareholder Servicing Plan. Notwithstanding the foregoing, upon the date, if any, the Managing Dealer is notified that the Broker is no longer meets the above eligibility requirements of the Distribution Fee with respect to such Class T Shares or Class D Shares, as applicable, then the Brokersuch Dealer’s entitlement to the Distribution Fee distribution and shareholder servicing fees related to such Class T Shares or Class D Shares, shall cease, and the Broker such Dealer shall not receive the Distribution Fee distribution and shareholder servicing fee for any portion of the month quarter in which the Broker such Dealer is not eligible the broker-dealer of record on the last day of the month; providedquarter. Thereafter, however, if there is a change in such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record with respect to the Class T Shares or Class D Shares, as applicable, made in connection with a change in the registration of record for the Class T Shares or Class D Shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Broker shall be entitled to a pro rata portion of the Distribution Fee related to the Class T Shares or Class D Shares, as applicable, for the portion of the month for which the Participating Broker was the broker dealer of record. Thereafter, the Distribution Fee may be reallowed by the Managing Dealer to another Participating Broker or other meeting the eligibility requirements of the Class T Shares or Class D Shares, if any, pursuant to if such broker-dealer of record has entered into a Participating Broker Selected Dealer Agreement or similar servicing agreement with the Managing Dealer Manager that provides for such reallowance. The Managing Dealer Manager may also reallow some or all of the Distribution Fee distribution and shareholder servicing fee to other broker-dealers who provide services with respect to the Class T Shares or Class D Shares pursuant to a servicing agreement with the Managing Dealer Manager to the extent that such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. All In this regard, all determinations regarding the reallowance of the Distribution Fee will be made by the Managing 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 all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of 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. Class A Shares and Class T Shares issued under the DRP will not be subject to the distribution and shareholder servicing fee. In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Dealers participating in the Offering, including, but not limited to aggregate selling commissions paid by the Company and the Sponsor, the Dealer Manager Fee and the distribution and shareholder servicing fee, exceed ten percent (10.0%) of the gross offering proceeds from the primary Offering in the aggregate.