Common use of Distribution Fee Clause in Contracts

Distribution Fee. With respect to each Class T Share, the Company will pay to the Dealer Manager a distribution fee (the “Distribution Fee”), which accrues daily and is calculated on outstanding Class T Shares issued in the primary offering in an amount equal to one percent (1.0%) per annum of (i) the current offering price per Class T Share or (ii) if the Company is no longer offering Primary Shares in a public offering, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed. The Company will pay the Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Dealers who sold the Shares giving rise to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a reallowance. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record of the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account.

Distribution Fee. With respect to each Class T Share, the The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class A shares only that accrues daily equal to 1/365th of up to 0.50% of the Company’s NAV allocable to the outstanding Class A shares each day (the “Distribution Fee”); provided, however, that the Distribution Fee shall not begin to accrue until the date upon which accrues daily and is calculated on outstanding Class T Shares issued in the primary offering in an amount equal to one percent (1.0%) per annum of (i) the current offering price per Class T Share or (ii) if the Company is no longer offering Primary Shares in a public offering, has received and accepted subscriptions for the most recent gross offering price or Minimum Offering and the estimated per share value of Class T Shares, if any Escrow Agent has been disclosedreleased the proceeds from the Escrow Account to the Company. The Company will pay the Distribution Fee to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution Fees Fee to the Participating Broker-Dealers who sold the Shares giving rise as marketing fees or to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a defray other distribution-related expenses. Such reallowance. Notwithstanding the foregoing, if any, shall be determined by the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record its sole discretion based on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (factors including, but not limited to, a rethe level of services that each such broker-registration due to a sale or a transfer or a change dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the form of ownership distribution of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record of the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager’s reallowance of Distribution Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Company’s obligations to pay the Distribution Fee to the Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon survive until the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock Class A Shares on a national securities exchange; , (ii) such the Class T Share is A Shares no longer being outstanding; , as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the Dealer Manager’s determination that end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be the Offering as (defined in excess of accordance with applicable FINRA Rules) equals 10% of the gross proceeds from the sale of the primary portion of the Offering; Primary Shares or (iv) the end termination of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such accountthis Agreement.

Distribution Fee. With respect to each Class T Share, the The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class A Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.50% of the Company’s NAV allocable to the outstanding Class A Shares each day (the “Class A Distribution Fee”), which accrues daily and is calculated on . The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class T Shares issued sold in the primary offering in an amount each Offering that accrues daily equal to one percent (1.0%) per annum 1/365th of (i) up to 1.00% of the current offering price per Company’s NAV allocable to the outstanding Class T Share or Shares each day (ii) if the Company is no longer offering Primary Shares in a public offering“Class T Distribution Fee” and, together with the Class A Distribution Fee, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed“Distribution Fees”). The Company will pay the Distribution Fee Fees to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Broker-Dealers who sold the Shares giving rise as marketing fees or to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a defray other distribution-related expenses. Such reallowance. Notwithstanding the foregoing, if any, shall be determined by the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record its sole discretion based on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (factors including, but not limited to, a rethe level of services that each such broker-registration due to a sale or a transfer or a change dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record distribution of the Class A Shares and the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager’s reallowance of Distribution Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Company’s obligations to pay the Class A Distribution Fee to the Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon survive until the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock Class A Shares on a national securities exchange; , (ii) the Class A Shares to which such Class T Share is A Distribution Fee applies no longer being outstanding; , as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the Dealer Manager’s determination that end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts (as defined in accordance with applicable FINRA Rules) paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of each Offering equals 10% of the gross proceeds from the sale of the primary portion of the Offering; Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the termination of this Agreement. The Company’s obligations to pay the Class T Distribution Fee to the Dealer Manager will survive until the earliest to occur of (i) a listing of the Class T Shares on a national securities exchange, (ii) the Class T Shares to which such Class T Distribution Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in accordance with applicable FINRA Rules) paid with respect to each Offering equals 10% of the gross proceeds from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering, (iv) with respect to the Class T Shares held in a particular stockholder account, at the end of the month in which total underwriting compensation, including compensation paid to Participating Broker-Dealers and the Dealer Manager Fees, selling commissions and Distribution Fees with respect to the such Class T Shares held by a in the stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount in Class T Shares held in such account determined at the time of the most recent purchase of the primary Class T Shares held in such account, which shall be tracked by the Company, or its agent, and for which the Company, or its agent, will provide the Account Conversion Report from the agent as soon as practicably available each month or (v) the termination of this Agreement.

Distribution Fee. With respect to each Class T Share, the Company will pay to the Dealer Manager a distribution fee (the “Distribution Fee”), which accrues daily and is calculated on outstanding Class T Shares issued in the primary offering in an amount equal to one percent (1.0%) per annum of (i) the current offering price per Class T Share or (ii) if the Company is no longer offering Primary Shares in a public offering, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed. The Company will pay the Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Dealers who sold the Shares giving rise to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a reallowance. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record of the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares, Class T Shares and Class T I Shares would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account.

Distribution Fee. With respect to each Class T Share, the The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class A Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.50% of the Company’s NAV allocable to the outstanding Class A Shares each day (the “Class A Distribution Fee”), which accrues daily and is calculated on . The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class T Shares issued sold in the primary offering in an amount each Offering that accrues daily equal to one percent (1.0%) per annum 1/365th of (i) up to 1.00% of the current offering price per Company’s NAV allocable to the outstanding Class T Share or Shares each day (ii) if the Company is no longer offering Primary Shares in a public offering“Class T Distribution Fee” and, together with the Class A Distribution Fee, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed“Distribution Fees”). The Company will pay the Distribution Fee Fees to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Broker-Dealers who sold the Shares giving rise as marketing fees or to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a defray other distribution-related expenses. Such reallowance. Notwithstanding the foregoing, if any, shall be determined by the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record its sole discretion based on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (factors including, but not limited to, a rethe level of services that each such broker-registration due to a sale or a transfer or a change dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record distribution of the Class A Shares and the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager’s reallowance of Distribution Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Company’s obligations to pay the Class A Distribution Fee to the Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon survive until the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock Class A Shares on a national securities exchange; , (ii) the Class A Shares to which such Class T Share is A Distribution Fee applies no longer being outstanding; , as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the Dealer Manager’s determination that end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts (as defined in accordance with applicable FINRA Rules) paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of each Offering equals 10% of the gross proceeds from the sale of the primary portion of the Offering; Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the end termination of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such accountthis Agreement.

Distribution Fee. With respect to each Class T Share, in order to compensate the Dealer Manager and Participating Dealers for ongoing services related to marketing and shareholder support, including, but not limited to regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, the Company will pay to the Dealer Manager a distribution fee (the “Distribution Fee”), which accrues daily and is calculated on outstanding Class T Shares issued in the primary offering in an amount equal to one percent (1.0%) per annum of (i) the current offering price per Class T Share or (ii) if the Company is no longer offering Primary Shares in a public offering, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed. The Company will pay the Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Dealers who sold the Shares giving rise to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a reallowance. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record of the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Participating Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account.

Distribution Fee. With respect to each Class T Share, the The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class A Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.50% of the Company’s NAV allocable to the outstanding Class A Shares each day (the “Class A Distribution Fee”), which accrues daily and is calculated on . The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class T Shares issued sold in the primary offering in an amount each Offering that accrues daily equal to one percent (1.0%) per annum 1/365th of (i) up to 1.00% of the current offering price per Company’s NAV allocable to the outstanding Class T Share or Shares each day (ii) if the “Class T Distribution Fee”). The Company is no longer offering Primary will pay to the Dealer Manager a distribution fee with respect to the outstanding Class S Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.85% of the Company’s NAV allocable to the outstanding Class S Shares each day (the “Class S Distribution Fee”). The Company will pay to the Dealer Manager a public offeringdistribution fee with respect to the outstanding Class T2 Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.85% of the Company’s NAV allocable to the outstanding Class T2 Shares each day (the “Class T2 Distribution Fee” and, together with the Class A Distribution Fee, the most recent gross offering price or the estimated per share value of Class T SharesDistribution Fee and the Class S Distribution Fee, if any has been disclosedthe “Distribution Fees”). The Company will pay the Distribution Fee Fees to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Broker-Dealers who sold the Shares giving rise as marketing fees or to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a defray other distribution-related expenses. Such reallowance. Notwithstanding the foregoing, if any, shall be determined by the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record its sole discretion based on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (factors including, but not limited to, a rethe level of services that each such broker-registration due to a sale or a transfer or a change dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record distribution of the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); providedA, thatClass T, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) Class S and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A T2 Shares. The Dealer Manager’s reallowance of Distribution Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Company’s obligations to pay the Class A Distribution Fee to the Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon survive until the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock Class A Shares on a national securities exchange; , (ii) the Class A Shares to which such Class T Share is A Distribution Fee applies no longer being outstanding; , as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the Dealer Manager’s determination that end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts (as defined in accordance with applicable FINRA Rules) paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of each Offering equals 10% of the gross proceeds from the sale of the primary portion of the Offering; Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the termination of this Agreement. The Company’s obligations to pay the Class T Distribution Fee to the Dealer Manager will survive until the earliest to occur of (i) a listing of the Class T Shares on a national securities exchange, (ii) the Class T Shares to which such Class T Distribution Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to each Offering equals 10% of the gross proceeds from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering, (iv) with respect to the Class T Shares held in a particular stockholder account, at the end of the month in which total underwriting compensation, including compensation paid to Participating Broker-Dealers and the Dealer Manager Feeswith respect to all Class T Shares in the stockholder account is equal to (1) the total gross offering price of all the Class T Shares purchased over time for such account that are Primary Shares times (2) either (x) 8.5% or (y) a lower percentage, selling commissions provided that, in the case of a lower percentage (A) the agreement between the Dealer Manager and the applicable Participating Broker-Dealer in effect at the time that Class T Shares were first issued to such account sets forth the lower percentage and (B) the Company’s transfer agent is advised of the lower percentage in writing by the Dealer Manager, or (v) the termination of this Agreement. The limits set forth in the preceding sentence shall be tracked by the Company and the Company shall provide monthly reporting on such tracking to the Dealer Manager. The Company’s obligations to pay the Class S Distribution Fees Fee to the Dealer Manager will survive until the earliest to occur of (i) a listing of the Class S Shares on a national securities exchange, (ii) the Class S Shares to which such Class S Distribution Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to each Offering equals 10% of the gross proceeds from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering, (iv) with respect to the Class T S Shares held in a particular stockholder account, at the end of the month in which total underwriting compensation paid to Participating Broker-Dealers and the Dealer Manager with respect to all Class S Shares in the stockholder account is equal to (1) the total gross offering price of all the Class S Shares purchased over time for such account (including both Primary Shares and DRIP Shares) times (2) either (x) 8.75% or (y) a lower percentage, provided that, in the case of a lower percentage (A) the agreement between the Dealer Manager and the applicable Participating Broker-Dealer in effect at the time that Class S Shares were first issued to such account sets forth the lower percentage and (B) the Company’s transfer agent is advised of the lower percentage in writing by the Dealer Manager, or (v) the termination of this Agreement. The limits set forth in the preceding sentence shall be tracked by the Company and the Company shall provide monthly reporting on such tracking to the Dealer Manager. The Company’s obligations to pay the Class T2 Distribution Fee to the Dealer Manager will survive until the earliest to occur of (i) a stockholder within his listing of the Class T2 Shares on a national securities exchange, (ii) the Class T2 Shares to which such Class T2 Distribution Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or her particular account would be other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in excess of accordance with applicable FINRA rules) paid with respect to each Offering equals 10% of the stockholder’s gross proceeds from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering, (iv) with respect to the Class T2 Shares held in a particular stockholder account, at the end of the month in which total underwriting compensation paid to Participating Broker-Dealers and the Dealer Manager with respect to all Class T2 Shares in the stockholder account is equal to (1) the total gross investment amount offering price of all the Class T2 Shares purchased over time for such account (including both Primary Shares and DRIP Shares) times (2) either (x) 8.75% or (y) a lower percentage, provided that, in the case of a lower percentage (A) the agreement between the Dealer Manager and the applicable Participating Broker-Dealer in effect at the time of purchase that Class T2 Shares were first issued to such account sets forth the lower percentage and (B) the Company’s transfer agent is advised of the primary Class T Shares held lower percentage in writing by the Dealer Manager, or (v) the termination of this Agreement. The limits set forth in the preceding sentence shall be tracked by the Company and the Company shall provide monthly reporting on such accounttracking to the Dealer Manager.

Distribution Fee. With respect to each Class T Share, the The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class A Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.50% of the Company’s NAV allocable to the outstanding Class A Shares each day (the “Class A Distribution Fee”), which accrues daily and is calculated on . The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class T Shares issued sold in the primary offering in an amount each Offering that accrues daily equal to one percent (1.0%) per annum 1/365th of (i) up to 1.00% of the current offering price per Company’s NAV allocable to the outstanding Class T Share or Shares each day (ii) if the “Class T Distribution Fee”). The Company is no longer offering Primary will pay to the Dealer Manager a distribution fee with respect to the outstanding Class S Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.85% of the Company’s NAV allocable to the outstanding Class S Shares each day (the “Class S Distribution Fee”). The Company will pay to the Dealer Manager a public offeringdistribution fee with respect to the outstanding Class T2 Shares sold in each Offering that accrues daily equal to 1/365th of up to 0.85% of the Company’s NAV allocable to the outstanding Class T2 Shares each day (the “Class T2 Distribution Fee” and, together with the Class A Distribution Fee, the most recent gross offering price or the estimated per share value of Class T SharesDistribution Fee and the Class S Distribution Fee, if any has been disclosedthe “Distribution Fees”). The Company will pay the Distribution Fee Fees to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Broker-Dealers who sold the Shares giving rise as marketing fees or to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a defray other distribution-related expenses. Such reallowance. Notwithstanding the foregoing, if any, shall be determined by the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record its sole discretion based on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (factors including, but not limited to, a rethe level of services that each such broker-registration due to a sale or a transfer or a change dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record distribution of the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); providedA, thatClass T, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) Class S and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A T2 Shares. The Dealer Manager’s reallowance of Distribution Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Company’s obligations to pay the Class A Distribution Fee to the Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon survive until the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock Class A Shares on a national securities exchange; , (ii) the Class A Shares to which such Class T Share is A Distribution Fee applies no longer being outstanding; , as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the Dealer Manager’s determination that end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts (as defined in accordance with applicable FINRA Rules) paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of each Offering equals 10% of the gross proceeds from the sale of the primary portion of the Offering; Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the end termination of this Agreement. The Company’s obligations to pay the month in which total underwriting compensation, including Class T Distribution Fee to the Dealer Manager Fees, selling commissions and Distribution Fees with respect will survive until the earliest to occur of (i) a listing of the Class T Shares held by on a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account.national securities exchange,

Distribution Fee. With respect Subject to each Class T Shareany special circumstances described in or otherwise provided under the caption “Plan of Distribution” in the Prospectus, which may be amended, supplemented and restated from time to time, and subject to the limitations set forth below, the Company will pay to the Dealer Manager a distribution fee with respect to sales of Class S and Class D Shares and a representative distribution fee and a dealer distribution fee with respect to Class T Shares, all as described in Schedule 2 to this Agreement (the “Distribution FeeFees”), which accrues daily and is calculated on outstanding Class T Shares issued in the primary offering in an amount equal to one percent (1.0%) per annum of (i) the current offering price per Class T Share or (ii) if the Company is no longer offering Primary Shares in a public offering, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed. The Company will pay the Distribution Fee Fees to the Dealer Manager monthly in arrears. The Dealer Manager may will reallow all or a portion of the Distribution Fees Fee to the Participating (a) any Selected Dealers or Selected Institutions who sold the Class T, Class S or Class D Shares giving rise to a portion of such fees Distribution Fee to the extent the Participating Dealer Offering Participant Agreement with such Participating Selected Dealer or Selected Institution, as applicable, provides for such a reallowance. Notwithstanding reallowance and such Dealer is in compliance with the foregoingterms of such Offering Participant Agreement related to such reallowance or (b) the broker-dealers of record/custodian servicing a stockholders’ account with Class T, if Class S or Class D Shares (each, a “Servicing Dealer”) giving rise to a portion of such Distribution Fee to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (a “Servicing Dealer Agreement”) providing for the reallowance of such Distribution Fees; provided, however, that upon the date when the Dealer Manager is notified that the Participating a Selected Dealer who sold the Class T Shares giving rise to the Distribution Fees or Servicing Dealer is no longer the Participating Dealer broker-dealer of record with respect to such Class T SharesT, Class S or Class D Shares or that the Selected Dealer, Selected Institution or Servicing Dealer no longer satisfies any or all of the conditions in its Selected Dealer Agreement, Selected Institution Agreement or Servicing Dealer Agreement, as applicable, for the receipt of the Distribution Fee, then such Participating Dealerparty’s entitlement to the Distribution Fees Fee related to such Class T Shares T, Class S and/or Class D Shares, as applicable, shall cease, and the Participating Selected Dealer, Selected Institution or Servicing Dealer shall not receive the Distribution Fees Fee for any portion of the month in which the Participating Dealer such party is not the Participating Dealer of record eligible on the last day of the month; provided, however, if the there is a change in the broker broker-dealer of record with respect to such the Class T Shares is T, Class S or Class D Shares, as applicable, made in connection with a change in the registration of record for such the Class T T, Class S or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Selected Dealer, Selected Institution or Servicing Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such the Class T Shares T, Class S and/or Class D Shares, as applicable, for the portion of the month for which the Participating Selected Dealer, Selected Institution or Servicing Dealer was the broker broker-dealer or custodian of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the thena designated broker-current Participating Dealer dealer of record of the record/custodian for such Class T T, Class S or Class D Shares if any such Participating Dealer of record has been designated (the “who shall be considered a Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Servicing Dealer Agreement or similar agreement with providing for the Dealer Manager (the “Servicing Agreement”) and reallowance of such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretionDistribution Fees. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% also allow some or all of the aggregate Distribution Fees payable by to one or more other broker-dealers who provide services with respect to the Company Shares (each of which shall be considered an additional Servicing Dealer) pursuant to a Servicing Dealer Agreement between each broker-dealer and the Dealer Manager. The Company will not pay For the avoidance of doubt, the Dealer Manager a will waive the Distribution Fee to the extent the Selected Dealer, Selected Institution or Servicing Dealer is not eligible to receive the Distribution Fee with respect to the applicable Class A T, Class S or Class D Shares. The Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account.

Distribution Fee. With respect to each Class T Share, the The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class A Shares sold in each Offering that accrues daily equal to 1/365th of 0.50% of the Company’s NAV allocable to the outstanding Class A Shares each day (the “Class A Distribution Fee”), which accrues daily and is calculated on . The Company will pay to the Dealer Manager a distribution fee with respect to the outstanding Class T Shares issued sold in the primary offering in an amount each Offering that accrues daily equal to one percent (1.0%) per annum 1/365th of (i) 1.00% of the current offering price per Company’s NAV allocable to the outstanding Class T Share or Shares each day (ii) if the Company is no longer offering Primary Shares in a public offering“Class T Distribution Fee” and, together with the Class A Distribution Fee, the most recent gross offering price or the estimated per share value of Class T Shares, if any has been disclosed“Distribution Fees”). The Company will pay the Distribution Fee Fees to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution Fees to the Participating Broker-Dealers who sold the Shares giving rise as marketing fees or to such fees to the extent the Participating Dealer Agreement with such Participating Dealer provides for such a defray other distribution-related expenses. Such reallowance. Notwithstanding the foregoing, if any, shall be determined by the Dealer Manager is notified that the Participating Dealer who sold the Class T Shares giving rise to the Distribution Fees is no longer the Participating Dealer of record with respect to such Class T Shares, then such Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer shall not receive the Distribution Fees for any portion of the month in which the Participating Dealer is not the Participating Dealer of record its sole discretion based on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (factors including, but not limited to, a rethe level of services that each such broker-registration due to a sale or a transfer or a change dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current Participating Dealer of record distribution of the Class A Shares and the Class T Shares if any such Participating Dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may pay to such Participating Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager. The Company will not pay the Dealer Manager a Distribution Fee with respect to Class A Shares. The Dealer Manager’s reallowance of Distribution Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Company’s obligations to pay the Class A Distribution Fee to the Dealer Manager will cease receiving Distribution Fees with respect to each Class T Share upon survive until the earliest to occur of the following: (i) a listing of the Company’s shares of Common Stock Class A Shares on a national securities exchange; , (ii) the Class A Shares to which such Class T Share is A Distribution Fee applies no longer being outstanding; , as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the Dealer Manager’s determination that end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts (as defined in accordance with applicable FINRA Rules) paid to participating Dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares would be in excess of each Offering equals 10% of the gross proceeds from the sale of the primary portion of the Offering; Primary Shares but only with respect to Offered Shares sold in such Offering or (iv) the termination of this Agreement. The Company’s obligations to pay the Class T Distribution Fee to the Dealer Manager will survive until the earliest to occur of (i) a listing of the Class T Shares on a national securities exchange, (ii) the Class T Shares to which such Class T Distribution Fee applies no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the shares of Common Stock are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to each Offering equals 10% of the gross proceeds from the sale of Primary Shares but only with respect to Offered Shares sold in such Offering, (iv) with respect to the Class T Shares held in a particular stockholder account, at the end of the month in which total underwriting compensation, including compensation paid to Participating Broker-Dealers and the Dealer Manager Fees, selling commissions and Distribution Fees with respect to all Class T Shares in the stockholder account is equal to (1) the total gross offering price of all the Class T Shares held by purchased over time for such account that are Primary Shares times (2) either (x) 8.5% or (y) a stockholder within his or her particular account would be lower percentage, provided that, in excess the case of 10% of a lower percentage (A) the stockholder’s total gross investment amount agreement between the Dealer Manager and the applicable Participating Broker-Dealer in effect at the time of purchase of the primary that Class T Shares held were first issued to such account sets forth the lower percentage and (B) the Company’s transfer agent is advised of the lower percentage in writing by the Dealer Manager, or (v) the termination of this Agreement. The limits set forth in the preceding sentence shall be tracked by the Company and the Company shall provide monthly reporting on such accounttracking to the Dealer Manager. Primary Shares, for these purposes, has the definition provided in the Agreement, and, as provided in the Agreement, means all Common Stock sold by the Company in an Offering (as defined in the Agreement) other than shares offered and sold pursuant to the DRIP.”