Common use of DUTIES OF THE ADVISOR Clause in Contracts

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (de) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate Assets; Properties and all valuations of other Assets as may be required to be obtained by the Board; (viio) actively oversee notify and manage Investments for purposes obtain the approval of meeting the CompanyCorporation’s investment objectives committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and reviewing and analyzing financial information for each obtain the approval of the Investments Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the overall portfolio;approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present Subject to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions terms of the Articles of Incorporation, By-laws the Bylaws, and the Operating Partnership Agreementsupervision of the Board of Directors, the Advisor, directly or indirectlyat its own cost and expense, willunless otherwise set forth herein, on behalf of the Company, shall: (a) serve as the Company’s investment advisor and consultant in connection with policy and investment decisions to be made by the Operating Partnership’s investment Board of Directors, furnish reports to the Board of Directors, and financial advisorprovide research, economic and statistical data in connection with the acquisition, financing, refinancing, holding, leasing and disposition of Properties and other investments of the Company; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for administer the day-to-day management of the operations of the Company and perform or supervise the Operating Partnershipvarious administrative functions reasonably necessary for the management of the Company; (c) investigate, select and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise (including, but not limited to, entering into contracts in the performance name of such Persons as the Advisor deems necessary to or the proper performance of its obligations hereunder (including Company) consultants, accountants, correspondents, lenders, servicers, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent other mortgage and investment participants, any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor Board of Directors necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing)services; (d) consult with the officers act as attorney-in-fact or agent in acquiring, financing, refinancing, leasing and Directors disposing of the Company Properties and assist the Directors other investments, in the formulation disbursing and implementation collecting funds of the Company’s financial policies, and, as necessary, furnish in paying the Board with advice debts and recommendations with respect to fulfilling the making of investments consistent with the investment objectives and policies obligations of the Company and in handling, prosecuting and settling any claims of the Company, including the foreclosure or other enforcement of any mortgage or other lien securing Properties or other investments, and exercise its own discretion in doing so; provided that any fees and costs payable to independent Persons incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the Company or responsibility of the Operating PartnershipCompany; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company with banks or other lenders for loans to be made to the Company, and negotiate on behalf of the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of the securities of the Company or obtain loans for the Company, but in compliance no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the investment objectives and policies foregoing shall be the responsibility of the Company; ; (vf) arrange for financing and refinancing and make other changes in invest or reinvest any money of the asset Company, as directed by the Board of Directors or capital structure ofsubject to such discretionary powers as the Board of Directors may from time to time delegate; (g) if requested by the Company, and dispose of, reinvest the proceeds from the sale ofprovide appraisal reports on any real property that is, or otherwise deal withis proposed to be, Investments; acquired by the Company for investment; (vih) enter into leases and service contracts for Real Estate Assets and, at any time reasonably requested by the Board of Directors (but not more than monthly) make reports of its performance of services to the extent necessary, perform all Company; (i) communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other operational functions for requirements of any governmental bodies or agencies to the maintenance Shareholders and administration third parties and to maintain effective relations with the Shareholders; (j) counsel the Company in connection with policy decisions to be made by the Board of such Real Estate Assets; Directors; (viik) actively oversee provide the executive and manage Investments for purposes of meeting administrative personnel and services required in rendering the foregoing services to the Company’s investment objectives ; and (l) perform such other services as may be required from time to time for management and reviewing and analyzing financial information for each other activities relating to the assets of the Investments and Company as the overall portfolio;Advisor shall deem appropriate under the particular circumstances.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;

DUTIES OF THE ADVISOR. The Advisor will shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertakingperforming its duties, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) serve as provide the Company’s Company with research and economic and statistical data in connection with the Operating Partnership’s Assets and investment and financial advisorpolicies; (b) provide manage the daily management for the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares (d) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with the duly qualified and supervise the performance of such licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including duly qualified and licensed Affiliates of the Advisor Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate the Assets; , including the servicing of Mortgages; (viig) actively oversee provide the Board with periodic reports regarding prospective investments in Assets; (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and manage Investments all investments in Assets; (i) negotiate on behalf of the Company with banks or lenders for purposes of meeting loans to be made to the Company’s investment objectives and reviewing and analyzing financial information for each , negotiate on behalf of the Investments Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the overall portfolioCompany or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement; (l) assist the Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and duly qualified and licensed personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the BoardDirectors. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation, By-laws Incorporation and Bylaws of the Operating Partnership AgreementCompany, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; (b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating PartnershipCompany; (c) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Properties and Mortgage Loans and potential lessees of Secured Equipment Leases, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) research, identify, review make investments in Properties and recommend acquisitions Mortgage Loans and dispositions of Investments to the Board and make Investments enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsProperty, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property; (viif) actively oversee provide the Directors with periodic reports regarding prospective investments in Properties and manage Investments Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for purposes any and all investments in Properties and Mortgage Loans, and in connection with the offering of meeting Secured Equipment Leases; (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company’s investment objectives , but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and reviewing provided, further, that any fees and analyzing financial information for each costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Investments Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties, Mortgage Loans, and/or Secured Equipment Leases; (j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement; (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; (n) notify the overall portfolio;Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. The Advisor will shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertakingperforming its duties, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) serve as provide the Company’s Company with research and economic and statistical data in connection with the Operating Partnership’s Assets and investment and financial advisorpolicies; (b) provide manage the daily management for the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with the duly qualified and supervise the performance of such licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including duly qualified and licensed Affiliates of the Advisor Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate the Assets; , including the servicing of Mortgages; (viig) actively oversee provide the Board with periodic reports regarding prospective investments in Assets; (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and manage Investments all investments in Assets; (i) negotiate on behalf of the Company with banks or lenders for purposes of meeting loans to be made to the Company’s investment objectives and reviewing and analyzing financial information for each , negotiate on behalf of the Investments Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the overall portfolioCompany or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement; (l) assist the Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate of the Advisor or other Person: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and investment policies; (b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares; (d) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; , including the servicing of Mortgages; (viig) actively oversee provide the Board with periodic reports regarding prospective investments in Assets; (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and manage Investments all investments in Assets; (i) negotiate on behalf of the Company with banks or lenders for purposes of meeting loans to be made to the Company’s investment objectives and reviewing and analyzing financial information for each , negotiate on behalf of the Investments Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the overall portfolioCompany or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement; (l) provide the Company with all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The As of the Effective Date, the Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including hereunder, including, but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; , (ii) locate, analyze and select potential Investments; , (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives objectives; (viii) select Joint Venture partners, structure corresponding agreements and reviewing oversee and analyzing financial information monitor these relationships; (ix) oversee Affiliated and non-Affiliated property managers who perform services for each the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the Investments services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the overall portfolioOperating Partnership; and (xii) recommend various liquidity events to the Board when appropriate; (f) upon request, provide the Board with periodic reports regarding prospective investments; (g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board; (h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership; (j) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board; (n) notify the Board of all proposed material transactions before they are completed; and (o) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Directors, the Advisor will use be responsible for the day-to-day operations of the Company and, subject to Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the “Business Plan”); (b) using its reasonable best lawful efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company as determined set forth in the Business Plan; (c) using its best lawful efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisortime; (bd) provide furnishing or obtaining and supervising the daily management for performance of the Company and ministerial functions in connection with the Operating Partnership and perform and supervise the various administrative functions necessary for administration of the day-to-day management of the operations of the Company including the investment of reserve funds and the Operating Partnershipsurplus cash in short-term money market investments; (ce) investigateserving as the Company’s investment and financial advisor and providing research, select andeconomic, and statistical data in connection with the Company’s investments and investment and financial policies; (f) on behalf of the Company Company, investigating, selecting and the Operating Partnership, engage and conduct business conducting relations with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondentsborrowers, lenders, technical advisors, attorneysmortgagors, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banksinvestors, builders, developersdevelopers and others; provided, property ownershowever, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of that the Advisor and Persons acting in shall not retain on the Company’s behalf any consultants or third party professionals, other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing)than legal counsel, without prior Board approval; (dg) consult consulting with the officers Directors and Directors of the Company and assist furnishing the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives Business Plan of the Company; (h) obtaining for the Directors such services as may be required in acquiring and policies disposing of investments, disbursing and collection the funds of the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) obtaining for and at the expense of the Company such services as may be required for property management, loan disbursements, and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject other activities relating to the provisions investments of Section 4 the Company, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locateprovided, analyze and select potential Investments; (iii) structure and negotiate however, the terms and conditions of transactions pursuant compensation for such services shall be agreed to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of by the Company and the Operating Partnership service provider; (j) advising the Company in compliance connection with public or private sales of shares or other securities of the investment objectives Company, or loans to the Company, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; (k) quarterly and policies at any time requested by the Directors, making reports to the Directors regarding the Company’s performance to date in relation to the Company’s approved Business Plan and its various components, as well as the Advisor’s performance of the foregoing services; (l) making or providing appraisal reports, where appropriate, on investments or contemplated investments of the Company; (m) assisting in preparation of reports and other documents necessary to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective communications with stockholders of the Company; and (vn) arrange for financing doing all things necessary to ensure its ability to render the services contemplated herein, including providing office space and refinancing office furnishings and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions personnel necessary for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each performance of the Investments and the overall portfolio;foregoing services as Advisor, all at its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the BoardDirectors. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation, By-laws Incorporation and Bylaws of the Operating Partnership AgreementCompany, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; (b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating PartnershipCompany; (c) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) research, identify, review make investments in Properties and recommend acquisitions Mortgage Loans and dispositions of Investments to the Board and make Investments enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsProperty, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property; (viif) actively oversee provide the Directors with periodic reports regarding prospective investments in Properties, Mortgage Loans and manage Investments prospective lessees or borrowers of Secured Equipment Leases; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for purposes any and all investments in Properties, Mortgage Loans, and in connection with the offering of meeting Secured Equipment Leases; (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company’s investment objectives , but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and reviewing provided, further, that any fees and analyzing financial information for each costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Investments Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties, Mortgage Loans, and/or Secured Equipment Leases; (j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement; (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; (n) notify the overall portfolio;Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) provide research, economic and statistical data, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investmentsinvestments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments investments to the Board and make Investments investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate AssetsProperties; (vii) actively oversee and manage Investments investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments investments and the overall portfolio;

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the BoardDirectors. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation, By-laws Incorporation and Bylaws of the Operating Partnership AgreementCompany, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; (b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating PartnershipCompany; (c) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Properties and Mortgage Loans, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments Mortgage Loans will be mademade by the Company; (iviii) research, identify, review make investments in Properties and recommend acquisitions and dispositions of Investments to the Board and make Investments Mortgage Loans on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsProperty and Mortgage Loans; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property; (viif) actively oversee provide the Directors with periodic reports regarding prospective investments in Properties and manage Investments Mortgage Loans; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for purposes any and all investments in Properties and Mortgage Loans; (h) negotiate on behalf of meeting the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company’s investment objectives , but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and reviewing provided, further, that any fees and analyzing financial information for each costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Investments Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties and/or Mortgage Loans; (j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement; (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; (n) notify the overall portfolio;Board of all proposed material transactions before they are completed; and

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Board, and as amended from time to time by with the Boardapproval of the Stockholders. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Articles Charter and Bylaws of Incorporation, By-laws the Company and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) assist in the development of the Initial Public Offering and any subsequent Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents and obtaining all required regulatory approvals of such documents, coordination of the due diligence process relating to selling agents and their review of any prospectus and other offering and Company documents, approval of the Selling Agents and negotiation of the related selling agreements, creation and implementation of various technology and electronic communications related to this Offering, along with the Selling Agent(s), the negotiation and coordination with the Company’s transfer agent of the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions and all other services related to this Offering, other than services that (i) the Company elects to perform directly or (ii) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; (b) serve as the Company’s and the Operating Partnership’s investment and financial advisor, obtain certain market research and economic and statistical data in connection with the Company’s investments and investment objectives and policies, monitor and evaluate the performance of the Company’s investments and provide financial and operational planning services and investment portfolio management functions; (bc) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cd) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent mortgagors and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s financial policies, policies and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (ef) subject to the provisions of Section 4 of this Agreement, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investmentsinvestments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments investments to the Board and make Investments investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsthe Company’s investments; (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate AssetsProperties; (vii) actively oversee and manage Investments Assets for purposes of meeting the Company’s investment objectives objectives; (vii) select Joint Venture partners, structure corresponding agreements and reviewing oversee and analyzing financial information for each monitor these relationships; (viii) oversee the performance of the Investments Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board when appropriate; (g) provide the Board with periodic reports regarding prospective investments upon request of the Board, coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Company’s audit committee an annual report covering the Advisor’s compliance with certain aspects of this Agreement and oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (h) make investments in, and dispositions of, Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, monitor and oversee the service of the Company’s debt facilities and other financings, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Assets or contemplated investments of the Company and the Operating Partnership; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services and manage and coordinate with the transfer agent the process of making distributions and payments to stockholders; (m) consult with the Company’s officers and Directors and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations and provide the Company’s officers and Directors with timely updates related to the overall portfolioregulatory environment affecting the Company, as well as managing compliance with regulatory matters and policies and procedures relating to the corporate governance structure of the Company; (n) do all things necessary to assure its ability to render the services described in this Agreement; (o) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Properties as may be required to be obtained by the Board, maintain accounting data and any other information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements, maintain all appropriate books and records of the Company and oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law; (p) notify the Board of all proposed material transactions before they are completed; and (q) effect any private placement, tenancy-in-common or other interests in Assets as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present Subject to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions terms of the Articles of Incorporation, By-laws the Bylaws, and the Operating Partnership Agreementsupervision of the Board of Directors, the Advisor, directly or indirectlyat its own cost and expense, willunless otherwise set forth herein, on behalf of the Company, shall: (a) serve as the Company’s 's investment advisor and consultant in connection with policy and investment decisions to be made by the Operating Partnership’s investment Board of Directors, furnish reports to the Board of Directors, and financial advisorprovide research, economic and statistical data in connection with the acquisition, financing, refinancing, holding, leasing and disposition of Properties and other investments of the Company; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for administer the day-to-day management of the operations of the Company and perform or supervise the Operating Partnershipvarious administrative functions reasonably necessary for the management of the Company; (c) investigate, select and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise (including, but not limited to, entering into contracts in the performance name of such Persons as the Advisor deems necessary to or the proper performance of its obligations hereunder (including Company) consultants, accountants, correspondents, lenders, servicers, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent other mortgage and investment participants, any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor Board of Directors necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing)services; (d) consult with the officers act as attorney-in-fact or agent in acquiring, financing, refinancing, leasing and Directors disposing of the Company Properties and assist the Directors other investments, in the formulation disbursing and implementation collecting funds of the Company’s financial policies, and, as necessary, furnish in paying the Board with advice debts and recommendations with respect to fulfilling the making of investments consistent with the investment objectives and policies obligations of the Company and in handling, prosecuting and settling any claims of the Company, including the foreclosure or other enforcement of any mortgage or other lien securing Properties or other investments, and exercise its own discretion in doing so; provided that any fees and costs payable to independent Persons incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the Company or responsibility of the Operating PartnershipCompany; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company with banks or other lenders for loans to be made to the Company, and negotiate on behalf of the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of the securities of the Company or obtain loans for the Company, but in compliance no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the investment objectives and policies foregoing shall be the responsibility of the Company; ; (vf) arrange for financing and refinancing and make other changes in invest or reinvest any money of the asset Company, as directed by the Board of Directors or capital structure ofsubject to such discretionary powers as the Board of Directors may from time to time delegate; (g) if requested by the Company, and dispose of, reinvest the proceeds from the sale ofprovide appraisal reports on any real property that is, or otherwise deal withis proposed to be, Investments; acquired by the Company for investment; (vih) enter into leases and service contracts for Real Estate Assets and, at any time reasonably requested by the Board of Directors (but not more than monthly) make reports of its performance of services to the extent necessaryCompany; (i) communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to the Shareholders and third parties and to maintain effective relations with the Shareholders; (j) counsel the Company in connection with policy decisions to be made by the Board of Directors; (k) provide the executive and administrative personnel, perform all other operational functions for office space and services required in rendering the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting foregoing services to the Company’s investment objectives ; and (l) perform such other services as may be required from time to time for management and reviewing and analyzing financial information for each other activities relating to the assets of the Investments and Company as the overall portfolio;Advisor shall deem appropriate under the particular circumstances.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the BoardDirectors. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Articles of Incorporation, By-laws Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; , (ii) locate, analyze and select potential Investments; , (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives objectives; (vii) select Joint Venture partners, structure corresponding agreements and reviewing oversee and analyzing financial information monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for each the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the Investments services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the overall portfolioOperating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate. (f) upon request provide the Directors with periodic reports regarding prospective investments; (g) make investments in and dispositions of Investments within the discretionary limits and authority as granted by the Board; (h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (i) obtain reports (which may, but are not required to be, prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership; (j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board; (n) notify the Board of Directors of all proposed material transactions before they are completed; and (o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles Charter and Bylaws of Incorporation, By-laws the Corporation and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (de) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Estate Properties; (i) make investments in and dispositions of Assets within the discretionary limits and authority as granted by the Board; (j) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (k) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; ; (viil) actively oversee from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and manage Investments for purposes the Operating Partnership under this Agreement, including reports with respect to potential conflicts of meeting interest involving the CompanyAdvisor or any of its affiliates; (m) provide the Corporation and the Operating Partnership with all necessary cash management services; (n) do all things necessary to assure its ability to render the services described in this Agreement; (o) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (p) notify and obtain the approval of the Corporation’s investment objectives committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (q) notify and reviewing and analyzing financial information for each obtain the approval of the Investments Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (r) notify and obtain the overall portfolio;approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (de) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Estate Properties; (i) make investments in and dispositions of Assets within the discretionary limits and authority as granted by the Board; (j) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (k) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; ; (viil) actively oversee from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and manage Investments for purposes the Operating Partnership under this Agreement, including reports with respect to potential conflicts of meeting interest involving the CompanyAdvisor or any of its affiliates; (m) provide the Corporation and the Operating Partnership with all necessary cash management services; (n) do all things necessary to assure its ability to render the services described in this Agreement; (o) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (p) notify and obtain the approval of the Corporation’s investment objectives committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (q) notify and reviewing and analyzing financial information for each obtain the approval of the Investments Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (r) notify and obtain the overall portfolio;approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts shall undertake to present source and recommend to the Company and the Operating Partnership potential investment Fund opportunities to make Investments and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Fund as determined and adopted from time to time by the BoardBoard and in accordance with this Agreement (including, without limitation, Section 4 hereof). In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles Company’s Prospectus for the Follow-On Offering (and any supplements thereto), the Articles, the Bylaws of Incorporation, By-laws the Company and the Operating OP Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) a. serve as the Company’s and the Operating PartnershipFund’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the day-to-day daily management of the operations Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership; (c) d. investigate, select andselect, engage and conduct business with, on behalf of the Company and the Operating PartnershipFund, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, property managersmortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent research firms and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (described in this Section 3, including but not limited to entering into contracts in the name of the Company and or the Operating Partnership with any of the foregoing); (d) e. consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s financial and investment policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Fund and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipFund; (ei) subject to source potential Investments and analyze and recommend potential Investments for the provisions Fund in compliance with the investment objectives and policies of the Fund and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions and arrange for any financing pursuant to which acquisitions and dispositions of Investments will be mademade by the Fund; and (iviii) research, identify, review after and recommend acquisitions and dispositions consistent with the approval of Investments to the Board and make of Directors close such Investments on behalf of the Company Fund. g. manage the Fund’s Investments, including without limitation, by (i) entering into leases for the Fund’s Investments, (ii) supervising property management, leasing, development and construction and other services provided by third parties for the Operating Partnership in compliance with Fund’s Investments and entering into such agreements or contracts as may be necessary or advisable therefore, (iii) to the investment objectives extent necessary, performing all other operational functions for the maintenance and policies administration of the Company; Fund’s Investments, and (viv) arrange arranging for financing and refinancing and make making other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases with the Fund’s investments; h. if and service contracts for Real Estate Assets and, to the extent necessarythat the Advisor deems appropriate, perform negotiate on behalf of the Fund with banks or lenders for loans to be made to the Fund or with respect to its Investments, and negotiate on behalf of the Fund with investment banking firms and broker-dealers or negotiate private sales of Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Fund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Fund; i. provide the Fund with all necessary cash management services; j. establish and maintain one or more bank accounts in its own name for the account of the Company and the Operating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; k. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; l. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments in Investments; m. provide the Board with periodic reports regarding prospective investments in Investments; n. deliver to or maintain on behalf of the Fund copies of all appraisals obtained in connection with the investments in Investments; o. to the extent that the approval of the Board or the Independent Directors is not otherwise required, notify the Board of all proposed material transactions before they are completed; and p. do all other operational functions for things reasonably necessary to assure its ability to render the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cf) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (dg) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (eh) subject to the provisions of Section Paragraphs 3(j),(q),(r),(s) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (i) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (j) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (k) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (l) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (m) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (n) provide the Corporation and the Operating Partnership with all necessary cash management services; (o) do all things necessary to assure its ability to render the services described in this Agreement; (p) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate Assets; Properties and all valuations of other Assets as may be required to be obtained by the Board; (viiq) actively oversee notify and manage Investments for purposes obtain the approval of meeting the CompanyCorporation’s investment objectives committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (r) notify and reviewing and analyzing financial information for each obtain the approval of the Investments Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (s) notify and obtain the overall portfolio;approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (t) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the BoardDirectors. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation, By-laws Incorporation and Bylaws of the Operating Partnership AgreementCompany, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; (b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating PartnershipCompany; (c) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties, Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) researchmake investments in Properties, identify, review Mortgage Loans and recommend acquisitions and dispositions of Investments to the Board and make Investments enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsProperty, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property; (viif) actively oversee provide the Directors with periodic reports regarding prospective investments in Properties, Mortgage Loans and manage Investments prospective lessees or borrowers of Secured Equipment Leases; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for purposes any and all investments in Properties, Mortgage Loans, and in connection with the offering of meeting Secured Equipment Leases; (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company’s investment objectives , but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and reviewing provided, further, that any fees and analyzing financial information for each costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Investments and Company; (i) obtain reports (which may be prepared by the overall portfolioAdvisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties, Mortgage Loans, and/or Secured Equipment Leases; (j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement; (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties, Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. (a) The Company hereby appoints the Advisor will use its reasonable best efforts to present act as the investment adviser to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board. In performance of this undertakingCompany, subject to the supervision of the board of directors of the Company (the “Board of Directors”), for the period and consistent upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are determined by the Board of Directors from time to time and disclosed to the Advisor, which objectives, policies and restrictions, as of the Effective Date, shall be those set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), (ii) the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) the Company’s articles of incorporation, as it may be amended from time to time (the “Charter”) and bylaws, as the same may be amended from time to time. Without limiting the generality of the foregoing, the Advisor shall, during the term and subject to the provisions of this Agreement, (i) determine the Articles composition of Incorporationthe portfolio of the Company, By-laws the nature and timing of the changes therein and the Operating Partnership Agreementmanner of implementing such changes; (ii) identify, evaluate and negotiate the Advisorstructure of the investments made by the Company (including performing due diligence on prospective portfolio companies); (iii) execute, directly or indirectlyclose, will: (a) serve as service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain or sell; (v) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds and the Operating Partnershipdisposition of such investments; and (vi) upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Company’s investment stockholders pursuant to this Agreement, any registration statement filed with the SEC and financial advisor;applicable federal and state law. (b) provide The Advisor has a fiduciary responsibility and duty to the daily management Company for the Company safekeeping and use of all the Operating Partnership funds and perform and supervise assets of the various administrative functions necessary Company, whether or not in the Advisor’s immediate possession or control. The Advisor shall not employ, or permit another to employ, such funds or assets except for the day-to-day management exclusive benefit of the operations of Company. The Advisor shall not contract away any fiduciary obligation owed by the Company and Advisor to the Operating Partnership;Company’s stockholders under common law. (c) investigateTo facilitate the Advisor’s performance of these undertakings, select andbut subject to the restrictions contained herein, the Company hereby delegates to the Advisor, and the Advisor hereby accepts, the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the Operating Partnershipplacing of orders for other purchase or sale transactions on behalf of the Company. If the Company determines to incur debt financing or to refinance existing debt financing, engage the Advisor shall arrange for such financing on the Company’s behalf, subject to the oversight and conduct business with and supervise approval of the performance Board of Directors. If it is necessary or advisable for the Advisor to make investments on behalf of the Company, or establish financing or similar arrangements, through a subsidiary or special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such Persons as subsidiary or special purpose vehicle and to make such investments or establish such arrangements through such subsidiary or special purpose vehicle in accordance with the Investment Company Act. (d) The Advisor xxxxxx accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein. (e) Subject to the requirements of the Investment Company Act, and any applicable guidance, interpretation or relief of the SEC or its staff, the Advisor deems necessary is hereby authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Advisor, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates oversight of the Advisor and Persons acting in the Company. The Advisor, and not the Company, shall be responsible for any other capacity deemed compensation payable to any Sub-Advisor. Any sub-advisory agreement entered into by the Advisor necessary shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act, any applicable guidance, interpretation or desirable relief of the SEC or its staff, and other applicable federal and state law. Nothing in this subsection (e) will obligate the Advisor to pay any expenses that are the expenses of the Company under Section 2 hereof. (f) The Advisor, and any Sub-Advisor, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. (g) The Advisor shall keep and preserve, in the manner and for the performance period required under the Investment Company Act, any books and records relevant to the provision of any its investment advisory services to the Company, shall specifically maintain all books and records with respect to the Company’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the foregoing services (including entering into contracts in Board of Directors may reasonably request. The Advisor agrees that all records that it maintains for the name Company are the property of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of shall surrender promptly to the Company and assist the Directors in the formulation and implementation of any such records upon the Company’s financial policiesrequest, and, as necessary, furnish provided that the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration Advisor may retain a copy of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;records.

DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership CWI potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws of CWI and any Prospectus pursuant to which Shares are offered, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate or the Subadvisor: (a) serve as the Company’s and the Operating PartnershipCWI’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CWI’s assets and investment policies; (b) provide the daily management for the Company and the Operating Partnership of CWI and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of CWI, the operations of the Company Operating Partnership and the Operating PartnershipInvestments; (c) investigate, select select, and, on behalf of the Company and the Operating PartnershipCWI, engage engage, oversee and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent franchisors, independent property operators and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership CWI with any of the foregoing); (d) consult with the officers and Directors of the Company CWI and assist the Directors Board in the formulation and implementation of the CompanyCWI’s financial policies, and, as necessary, and furnish the Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard; (e) subject to the provisions of Section Sections 3(g) and 4 , hereof: (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments and deliver to the Investment Committee, as applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CWI; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCWI; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; (viv) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such; (vi) oversee such Real Estate Assetsnon-affiliated property managers and other non-affiliated Persons who perform services for CWI; and (vii) actively oversee undertake accounting and manage other record-keeping functions at the Investment level; (f) provide the Board with periodic reports regarding prospective Investments for purposes and with periodic reports, no less than quarterly, of meeting new Investments made during the Company’s investment objectives and reviewing and analyzing financial information for each prior fiscal quarter; (g) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Properties which do not meet all of the requirements set forth in Section 4(b) hereof; (h) negotiate on behalf of CWI with banks or lenders for loans to be made to CWI, and negotiate on behalf of CWI with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for CWI, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of CWI; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated Investments; (j) obtain for, or provide to, CWI such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the overall portfolionegotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI; and (iv) the handling, prosecuting and settling of any claims of or against CWI, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to CWI under this Agreement; (l) communicate on behalf of CWI with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CWI; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI’s business and operations; (n) provide CWI with such accounting data and any other information requested by CWI concerning the investment activities of CWI as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of CWI; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments; (q) provide CWI with all necessary cash management services; (r) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI’s Properties; (s) do all things necessary to assure its ability to render the services described in this Agreement; (t) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI as the Advisor shall deem advisable under the particular circumstances; (u) arrange to obtain on behalf of CWI as requested by the Board, and deliver to or maintain on behalf of CWI copies of, all appraisals obtained in connection with Investments; (v) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and (w) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CWI’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CWI during the past year. In addition, the Independent Directors may request that the Advisor refund certain of the “dead deal” costs incurred by CWI if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CWI should not bear such costs.

DUTIES OF THE ADVISOR. (a) The Trust employs the Advisor generally to manage the investment and reinvestment of the assets of the Funds. In so doing, the Advisor may hire one or more sub-advisors for each Fund to carry out the investment program of the Fund(s) (subject to the approval of the Trust’s Board of Trustees and (except as otherwise permitted under the terms of any exemptive relief obtained by the Trust and/or Advisor from the U.S. Securities and Exchange Commission (“SEC”), or by rule or regulation) a majority of the outstanding voting securities of any affected Fund(s)). To the extent that the Advisor does hire any sub-advisor, the Advisor will thereafter continuously review, supervise and (where appropriate) administer the investment program of the Fund(s). (b) The Advisor will use its reasonable best efforts provide, or direct any sub-advisor to present provide, to the Company Trust and any appropriate Trust service provider, records concerning the Operating Partnership potential investment opportunities Advisor’s and sub-advisor(s)’ activities which the Trust is required to maintain, and to provide a continuing render regular reports to the Trust’s officers and suitable investment program consistent with Trustees concerning the investment objectives Advisor’s and policies sub-advisor(s)’ performance of the Company foregoing responsibilities. The retention of a sub-advisor by the Advisor shall not relieve the Advisor of its responsibilities under this Agreement. (c) The Advisor shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as determined and adopted the Trustees may from time to time by establish, and in compliance with the Boardobjectives, policies, and limitations for each such Fund set forth in the Trust’s prospectus(es) and statement(s) of additional information, as amended from time to time (referred to collectively as the “Prospectus”), and applicable laws and regulations. In performance The Trust will furnish the Advisor from time to time with copies of this undertaking, subject all amendments or supplements to the supervision of the Board and consistent with the provisions of the Articles of IncorporationProspectus, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing);if any. (d) consult with The Advisor accepts such employment and agrees, at its own expense, to render the officers services and Directors of to provide the Company office space, furnishings and assist equipment and the Directors in personnel required by it to perform the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate services on the terms and conditions for the compensation provided herein. The Advisor will not, however, pay for the cost of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) researchsecurities, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure ofcommodities, and dispose ofother investments (including brokerage commissions and other transaction charges, reinvest the proceeds from the sale of, if any) purchased or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions sold for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;Trust.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor will undertakes to use its commercially reasonable best efforts to (1) present to the Company Trust and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted from time to time by the BoardBoard and (2) manage, administer, promote, maintain and improve the Assets on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar asset portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles Trust’s most recent Prospectus for Shares, Declaration of Incorporation, By-laws Trust and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) manage the formation of the Trust and the Partnership, including the preparation and filing of all necessary documentation and ancillary agreements; (b) structure, qualify and register the Offering; (c) coordinate marketing and distribution of the Trust’s Shares in connection with the Offering; (d) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan; (e) structure, qualify and administer the repurchase of Shares pursuant to the Trust’s redemption program; (f) serve as the CompanyTrust’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and the Trust’s investment policies; (bg) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (h) provide the daily management for of the Company Trust and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company Trust and the Operating Partnership; (ci) maintain and preserve the books and records of the Trust and the Partnership, including (1) share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares, (2) acting as transfer agent for the Trust’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (3) maintaining the accounting and other record-keeping functions at the Asset and Trust levels in accordance with generally accepted accounting principles, which shall be supported by sufficient documentation to ascertain that such records are properly and accurately recorded. Such books and records shall be the property of the Trust and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Trust at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Trust’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Trust shall be prepared on an accrual basis in accordance with generally accepted accounting principles, except for special financial reports that by their nature require a deviation from generally accepted accounting principles. The Advisor shall liaise with the Trust’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Trust so requests; (j) investigate, select select, and, on behalf of the Company Trust and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property mortgagors, asset managers, real estate property management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and Trust or the Operating Partnership with any of the foregoing); (dk) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the CompanyTrust’s financial policies, policies and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipTrust; (el) subject to the provisions of Section 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investmentsinvestments in Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and Trust or the Operating Partnership in compliance with the investment objectives and policies of the CompanyTrust where the amount of such investment does not exceed 10% of the Trust’s or the Partnership’s total assets or has otherwise been approved by the Board; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets, including the servicing of Secured Loans; (m) provide the Board with periodic reports regarding prospective investments in Assets; (n) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (o) obtain the prior approval of a majority of the Independent Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates; (p) negotiate on behalf of the Trust or the Partnership with banks or lenders for loans to be made to the Trust or the Partnership, negotiate on behalf of the Trust or the Partnership with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Trust or the Partnership or obtain loans for the Trust or the Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided further that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Trust or the Partnership; (viiq) actively oversee review and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing analyze on-going financial information for pertaining to each of the Investments Asset and the overall portfolioportfolio of Assets; (r) monitor applicable markets and obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Trust in Assets; (s) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Trust under this Agreement; (t) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate; (u) provide the Trust or the Partnership with, or assist the Trust or the Partnership in arranging for, all necessary cash management services; (v) deliver to or maintain on behalf of the Trust or the Partnership copies of all appraisals obtained in connection with the investments in Assets; (w) consult with the Trust’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (x) provide the Trust’s officers and the Board with timely updates related to the overall regulatory environment affecting the Trust, as well as managing compliance with such matters, including compliance with the Sxxxxxxx-Xxxxx Act of 2002; (y) consult with the Trust’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (z) perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust to comply with applicable law, including federal and state securities laws and the Sxxxxxxx-Xxxxx Act of 2002; (aa) upon request of the Trust or the Partnership, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust or the Partnership in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Trust or the Partnership and handling, prosecuting and settling any claims of the Trust or the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (bb) at the direction of Trust management, prepare the Trust’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Trust’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities; (cc) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations; (dd) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (ee) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (ff) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the Soliciting Dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for Soliciting Dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to any Offering; (c) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (de) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and Dispositions of Real Estate Properties; (i) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (j) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (k) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (l) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (m) provide the Corporation and the Operating Partnership with all necessary cash management services; (n) consult with the Board of Directors and provide assistance with the evaluation and approval of potential Asset Dispositions, Sales or other Liquidity Events; (o) structure and negotiate the terms and conditions of transactions pursuant to which Dispositions may be made; (p) do all things necessary to assure its ability to render the services described in this Agreement; (q) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (r) before such transactions are completed, notify and obtain the approval of: (i) the Corporation’s investment committee or Board for all non-affiliated proposed acquisitions that have a Contract Purchase Price or Total Project Cost of $30 million or less; and (ii) the Board for all proposed acquisitions that have a Contract Purchase Price or Total Project Cost of more than $30 million; (viis); before such transactions are completed, notify and obtain the approval of: (i) actively oversee and manage Investments the Corporation’s management committee for purposes all non-affiliated Sales of meeting Properties that have a Contract Sales Price of $20 million or less; (ii) the CompanyCorporation’s investment objectives committee or Board for Sales of Properties that have a Contract Sales Price between $20 million and reviewing $30 million; and analyzing financial information (iii) the Board for each Sales of Properties that have a Contract Sales Price of more than $30 million or if the total approved Sales of Properties in any quarter by the management committee would exceed $50 million. (t) before such transactions are completed, notify and obtain the approval of a majority of the Investments and Board of Directors (including a majority of the overall portfolio;Independent Directors) for all affiliated transactions before such transactions are completed; and (u) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertakingits duties, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) serve as provide the Company’s Company with research and economic and statistical data in connection with the Operating Partnership’s Assets and investment and financial advisorpolicies; (b) provide manage the daily management for the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with the duly qualified and supervise the performance of such licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including duly qualified and licensed Affiliates of the Advisor Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be mademade or acquired for the Company or the Partnership; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; (viv) enter into leases of Property and service contracts for Real Estate Assets with duly qualified and licensed non-affiliated and Affiliated Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate the Assets, including the servicing of Mortgages; and (viivi) actively oversee arrange for, or provide, accounting and manage Investments other record-keeping functions at the Asset level; (g) provide the Board with periodic reports regarding prospective investments in Assets; (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for purposes any and all investments in Assets; (i) negotiate on behalf of meeting the Company with banks or lenders for loans to be made to the Company’s investment objectives and reviewing and analyzing financial information for each , negotiate on behalf of the Investments Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the overall portfolioCompany or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement; (l) assist the Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Board, and as amended from time to time by with the Boardapproval of the Stockholders. In performance of this undertaking, subject to the supervision of the Board Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) assist in the development of any Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents and obtaining all required regulatory approvals of such documents, coordination of the due diligence process relating to selling agents and their review of any prospectus and other offering and Company documents, approval of the Selling Agents and negotiation of the related selling agreements, creation and implementation of various technology and electronic communications related to any Offering, along with the Selling Agent(s), the negotiation and coordination with the Company's transfer agent of the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions and all other services related to any Offering, other than services that (i) the Company elects to perform directly or (ii) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; (b) serve as the Company’s 's and the Operating Partnership’s 's investment and financial advisor, obtain certain market research and economic and statistical data in connection with the Company's investments and investment objectives and policies, monitor and evaluate the performance of the Company's investments and provide financial and operational planning services and investment portfolio management functions; (bc) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cd) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent mortgagors and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company and the Directors and assist the Directors Board in the formulation and implementation of the Company’s 's financial policies, policies and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (ef) subject to the provisions of Section 4 of this Agreement, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investmentsinvestments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments investments to the Board and make Investments investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsthe Company's investments; (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate AssetsProperties; (vii) actively oversee and manage Investments Assets for purposes of meeting the Company’s 's investment objectives objectives; (viii) select Joint Venture partners, structure corresponding agreements and reviewing oversee and analyzing financial information for each monitor these relationships; (ix) oversee the performance of the Investments Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xii) recommend various liquidity events to the Board when appropriate; (g) provide the Board with periodic reports regarding prospective investments upon request of the Board, coordinate with the Company's independent accountants and auditors to prepare and deliver to the Company's audit committee an annual report covering the Advisor's compliance with certain aspects of this Agreement and oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (h) make investments in, and dispositions of, Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, monitor and oversee the service of the Company's debt facilities and other financings, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Assets or contemplated investments of the Company and the Operating Partnership; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services and manage and coordinate with the transfer agent the process of making distributions and payments to stockholders; (m) consult with the Company's officers and the Directors and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations and provide the Company's officers and the Directors with timely updates related to the overall portfolioregulatory environment affecting the Company, as well as managing compliance with regulatory matters and policies and procedures relating to the corporate governance structure of the Company; (n) do all things necessary to assure its ability to render the services described in this Agreement; (o) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Properties as may be required to be obtained by the Board, maintain accounting data and any other information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements, maintain all appropriate books and records of the Company and oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law; (p) notify the Board of all proposed material transactions before they are completed; and (q) effect any private placement, tenancy-in-common or other interests in Assets as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate of the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans; (f) upon request, provide the Board with periodic reports regarding prospective investments; (g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board; (h) negotiate on behalf of the Company and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating Partnership or any of their subsidiaries, and negotiate with investment banking firms and broker-dealers on behalf of the Company, the Operating Partnership or any of their subsidiaries, or negotiate private sales of Shares or obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a manner so that the Advisor shall be acting as broker-dealer or underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries; (i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership; (j) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board; (m) notify the Board of all proposed material transactions before they are completed; (n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board; (o) perform investor-relations and Stockholder communications functions for the Company; (p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; (q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies; and (r) do all things reasonably necessary to assure its ability to render the services described in this Agreement. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. (a) The Company hereby employs the Advisor will use its reasonable best efforts to present act as the investment adviser to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board. In performance of this undertakingCompany, subject to the supervision of the board of directors of the Company (the “Board of Directors”), for the period and consistent upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are determined by the Board of Directors from time to time and disclosed to the Advisor, which objectives, policies and restrictions, as of the Effective Date, shall be those set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), as the same may be amended from time to time, (ii) the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) the Company’s articles of incorporation and bylaws, as the same may be amended from time to time. Without limiting the generality of the foregoing, the Advisor shall, during the term and subject to the provisions of this Agreement, (i) determine the Articles composition of Incorporationthe portfolio of the Company, By-laws the nature and timing of the changes therein and the Operating Partnership Agreementmanner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain or sell; and (v) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds and the disposition of such investments. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions contained herein, the Company hereby delegates to the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment Advisor hereby accepts, the power and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the Operating Partnershipplacing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing or to refinance existing debt financing, engage the Advisor shall arrange for such financing on the Company’s behalf, subject to the oversight and conduct business with and supervise approval of the performance Board of Directors. If it is necessary or advisable for the Advisor to make investments on behalf of the Company, or establish financing or similar arrangements, through a subsidiary or special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such Persons as subsidiary or special purpose vehicle and to make such investments or establish such arrangements through such subsidiary or special purpose vehicle in accordance with the Investment Company Act. (b) The Advisor hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Advisor deems necessary is hereby authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Advisor, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates oversight of the Advisor and Persons acting in the Company. The Advisor, and not the Company, shall be responsible for any other capacity deemed compensation payable to any Sub-Advisor. Any sub-advisory agreement entered into by the Advisor necessary shall be in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Advisor to pay any expenses that are the expenses of the Company under Section 2 hereof. (d) For all purposes herein provided, the Advisor shall be deemed to be an independent contractor and, except as expressly provided or desirable authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. (e) The Advisor shall keep and preserve, in the manner and for the performance period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of any its investment advisory services to the Company, shall specifically maintain all books and records with respect to the Company’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the foregoing services (including entering into contracts in Board of Directors may reasonably request. The Advisor agrees that all records that it maintains for the name Company are the property of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of shall surrender promptly to the Company and assist the Directors in the formulation and implementation of any such records upon the Company’s financial policiesrequest, and, as necessary, furnish provided that the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration Advisor may retain a copy of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;records.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate or a third party: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations Company and the Operating Partnership, including the collection of revenues and the payment of the Company’s and the Operating Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s and the Operating Partnership’s books and records; and organizing meetings of the Board; (c) determine the proper allocation of the Company’s and the Operating Partnership’s Investments between (i) Real Property, (ii) Real Estate Related Assets, and (iii) cash and cash equivalents and other short-term investments; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, valuation and other policies and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 hereof, (i) locate, analyze and select potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; (cf) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or other securities of the Company or the Operating Partnership and obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (g) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; (h) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (i) calculate, at the end of each Business Day, the NAV as provided in the Valuation Guidelines, and in connection therewith, (i) obtain appraisals and reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where required and appropriate, concerning the value of the Investments and (ii) engage such third-party appraisal managers as the Advisor deems appropriate to supervise the appraisal process; provided that any appraisal manager shall be approved in advance of engagement by the Board; (j) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such act; (p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (q) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (r) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (ds) consult with the officers and Directors of cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (t) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (u) assist the Directors Company in maintaining the formulation registration of the Shares under federal and implementation state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (v) take all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (w) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ex) subject use commercially reasonable efforts to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (y) do all things necessary to assure its ability to render the services described in compliance with the investment objectives and policies of the Company; this Agreement; (vz) arrange for financing and refinancing and make perform such other changes in the asset or capital structure of, and dispose of, reinvest the proceeds services as may be required from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, time to the extent necessary, perform all other operational functions time for the maintenance management and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting other activities relating to the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (aa) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts shall undertake to present to the Company and the Operating Partnership potential investment Fund opportunities to invest in Real Estate Assets and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Fund as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles Company’s Prospectus, dated as of IncorporationFebruary 23, By-laws 2005 (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) a. serve as the Company’s and the Operating PartnershipFund’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the day-to-day daily management of the operations Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership; (c) d. investigate, select andselect, engage and conduct business with, on behalf of the Company and the Operating PartnershipFund, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, property managersmortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent research firms and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (described in this Section 3, including but not limited to entering into contracts in the name of the Company and or the Operating Partnership with any of the foregoing); (d) e. consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s financial and investment policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Fund and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipFund; (e) f. subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Real Estate Assets for the Fund, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Real Estate Assets will be mademade by the Fund; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Real Estate Assets on behalf of the Company and the Operating Partnership Fund in compliance with the investment objectives and policies of the CompanyFund; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the Fund’s investments in, InvestmentsReal Estate Assets; (viv) enter into leases and service contracts for Real Estate Assets andAssets; (vi) supervise property management, leasing, development and construction services provided by third parties for the Fund’s Real Estate Assets; and (vii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets held by the Fund; g. if and to the extent that the Advisor deems appropriate, negotiate on behalf of the Fund with banks or lenders for loans to be made to the Fund or with respect to its Real Estate Assets; (vii) actively oversee , and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each negotiate on behalf of the Investments Fund with investment banking firms and broker-dealers or negotiate private sales of Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Fund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Fund; h. provide the Fund with all necessary cash management services; i. establish and maintain one or more bank accounts in its own name for the account of the Company and the overall portfolioOperating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; j. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; k. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments in Real Estate Assets; l. provide the Board with periodic reports regarding prospective investments in Real Estate Assets; m. deliver to or maintain on behalf of the Fund copies of all appraisals obtained in connection with the investments in Real Estate Assets; n. to the extent that the approval of the Board or the Independent Directors is not otherwise required, notify the Board of all proposed material transactions before they are completed; and o. do all other things reasonably necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts shall undertake to present to the Company and the Operating Partnership potential investment Fund opportunities to invest in Real Estate Assets and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Fund as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles Company’s Prospectus, dated as of Incorporation, By-laws 2004 (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) a. serve as the Company’s and the Operating PartnershipFund’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the day-to-day daily management of the operations Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership; (c) d. investigate, select andselect, engage and conduct business with, on behalf of the Company and the Operating PartnershipFund, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, property managersmortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent research firms and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (described in this Section 3, including but not limited to entering into contracts in the name of the Company and or the Operating Partnership with any of the foregoing); (d) e. consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s financial and investment policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Fund and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipFund; (e) f. subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Real Estate Assets for the Fund, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Real Estate Assets will be mademade by the Fund; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Real Estate Assets on behalf of the Company and the Operating Partnership Fund in compliance with the investment objectives and policies of the CompanyFund; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the Fund’s investments in, InvestmentsReal Estate Assets; (viv) enter into leases and service contracts for Real Estate Assets andAssets; (vi) supervise property management, leasing, development and construction services provided by third parties for the Fund’s Real Estate Assets; and (vii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets held by the Fund; g. if and to the extent that the Advisor deems appropriate, negotiate on behalf of the Fund with banks or lenders for loans to be made to the Fund or with respect to its Real Estate Assets; (vii) actively oversee , and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each negotiate on behalf of the Investments Fund with investment banking firms and broker-dealers or negotiate private sales of Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Fund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Fund; h. provide the Fund with all necessary cash management services; i. establish and maintain one or more bank accounts in its own name for the account of the Company and the overall portfolioOperating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; j. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; k. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments in Real Estate Assets; l. provide the Board with periodic reports regarding prospective investments in Real Estate Assets; m. deliver to or maintain on behalf of the Fund copies of all appraisals obtained in connection with the investments in Real Estate Assets; n. to the extent that the approval of the Board or the Independent Directors is not otherwise required, notify the Board of all proposed material transactions before they are completed; and o. do all other things reasonably necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present Subject to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions terms of the Articles of Incorporation, By-laws the Bylaws, and the Operating Partnership Agreementsupervision of the Board of Directors, the Advisor, directly or indirectlyat its own cost and expense, willunless otherwise set forth herein, on behalf of the Company, shall: (a) serve as the Company’s investment advisor and consultant in connection with policy and investment decisions to be made by the Operating Partnership’s investment Board of Directors, furnish reports to the Board of Directors, and financial advisorprovide research, economic and statistical data in connection with the acquisition, financing, refinancing, holding, leasing and disposition of Properties and other investments of the Company; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for administer the day-to-day management of the operations of the Company and perform or supervise the Operating Partnershipvarious administrative functions reasonably necessary for the management of the Company; (c) investigate, select and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with and supervise (including, but not limited to, entering into contracts in the performance name of such Persons as the Advisor deems necessary to or the proper performance of its obligations hereunder (including Company) consultants, accountants, correspondents, lenders, servicers, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent other mortgage and investment participants, any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor Board of Directors necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing)services; (d) consult with the officers act as attorney-in-fact or agent in acquiring, financing, refinancing, leasing and Directors disposing of the Company Properties and assist the Directors other investments, in the formulation disbursing and implementation collecting funds of the Company’s financial policies, and, as necessary, furnish in paying the Board with advice debts and recommendations with respect to fulfilling the making of investments consistent with the investment objectives and policies obligations of the Company and in handling, prosecuting and settling any claims of the Company, including the foreclosure or other enforcement of any mortgage or other lien securing Properties or other investments, and exercise its own discretion in doing so; provided that any fees and costs payable to independent Persons incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the Company or responsibility of the Operating PartnershipCompany; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company with banks or other lenders for loans to be made to the Company, and negotiate on behalf of the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of the securities of the Company or obtain loans for the Company, but in compliance no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the investment objectives and policies foregoing shall be the responsibility of the Company; ; (vf) arrange for financing and refinancing and make other changes in invest or reinvest any money of the asset Company, as directed by the Board of Directors or capital structure ofsubject to such discretionary powers as the Board of Directors may from time to time delegate; (g) if requested by the Company, and dispose of, reinvest the proceeds from the sale ofprovide appraisal reports on any real property that is, or otherwise deal withis proposed to be, Investments; acquired by the Company for investment; (vih) enter into leases and service contracts for Real Estate Assets and, at any time reasonably requested by the Board of Directors (but not more than monthly) make reports of its performance of services to the extent necessaryCompany; (i) communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to the Shareholders and third parties and to maintain effective relations with the Shareholders; (j) counsel the Company in connection with policy decisions to be made by the Board of Directors; (k) provide the executive and administrative personnel, perform all other operational functions for office space and services required in rendering the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting foregoing services to the Company’s investment objectives ; and (l) perform such other services as may be required from time to time for management and reviewing and analyzing financial information for each other activities relating to the assets of the Investments and Company as the overall portfolio;Advisor shall deem appropriate under the particular circumstances.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (de) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and Dispositions of Real Estate Properties; (i) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (j) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (k) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; ; (viil) actively oversee from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and manage Investments for purposes the Operating Partnership under this Agreement, including reports with respect to potential conflicts of meeting interest involving the CompanyAdvisor or any of its affiliates; (m) provide the Corporation and the Operating Partnership with all necessary cash management services; (n) do all things necessary to assure its ability to render the services described in this Agreement; (o) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (p) notify and obtain the approval of the Corporation’s investment objectives committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (q) notify and reviewing and analyzing financial information for each obtain the approval of the Investments Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (r) notify and obtain the overall portfolio;approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts shall undertake to present source and recommend to the Company and the Operating Partnership potential investment Fund opportunities to make Investments and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Fund as determined and adopted from time to time by the BoardBoard and in accordance with this Agreement (including, without limitation, Section 4 hereof). In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles Company’s Prospectus for the Second Follow-On Offering (and any supplements thereto), the Articles, the Bylaws of Incorporation, By-laws the Company and the Operating OP Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) a. serve as the Company’s and the Operating PartnershipFund’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the day-to-day daily management of the operations Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership; (c) d. investigate, select andselect, engage and conduct business with, on behalf of the Company and the Operating PartnershipFund, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, property managersmortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent research firms and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (described in this Section 3, including but not limited to entering into contracts in the name of the Company and or the Operating Partnership with any of the foregoing); (d) e. consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s financial and investment policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Fund and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipFund; (ei) subject to source potential Investments and analyze and recommend potential Investments for the provisions Fund in compliance with the investment objectives and policies of the Fund and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions and arrange for any financing pursuant to which acquisitions and dispositions of Investments will be mademade by the Fund; and (iviii) research, identify, review after and recommend acquisitions and dispositions consistent with the approval of Investments to the Board and make of Directors, close such Investments on behalf of the Company Fund; g. manage the Fund’s Investments, including without limitation, by (i) entering into leases for the Fund’s Investments, (ii) supervising property management, leasing, development and construction and other services provided by third parties for the Operating Partnership in compliance with Fund’s Investments and entering into such agreements or contracts as may be necessary or advisable therefore, (iii) to the investment objectives extent necessary, performing all other operational functions for the maintenance and policies administration of the Company; Fund’s Investments, and (viv) arrange arranging for financing and refinancing and make making other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Fund’s Investments; (vi) enter into leases ; h. if and service contracts for Real Estate Assets and, to the extent necessarythat the Advisor deems appropriate, perform all other operational functions negotiate on behalf of the Fund with banks or lenders for loans to be made to the Fund or with respect to its Investments, and negotiate on behalf of the Fund with investment banking firms and broker-dealers or negotiate private sales of Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the maintenance Fund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and administration of such Real Estate Assets; (vii) actively oversee provided, further, that any fees and manage Investments for purposes of meeting costs payable to third parties incurred by the Company’s investment objectives and reviewing and analyzing financial information for each Advisor in connection with the foregoing shall be the responsibility of the Investments and Fund; i. provide the overall portfolioFund with all necessary cash management services;

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for the Shares, the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging a duly qualified Affiliate of the Advisor or a duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (bd) determine the proper allocation of the Company’s and the Operating Partnership’s Investments among (i) Real Property, (ii) Real Estate Equity Securities, (iii) Real Estate Loans and (iv) cash and cash equivalents and other short-term investments; (e) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cg) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including the servicing of mortgages and selecting, engaging and supervising the performance of third party property managers and leasing agents for property management and leasing services; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) review and analyze each Property’s operating and capital budget; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dj) consult with the officers arrange and Directors secure on behalf of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Operating Partnership with advice and recommendations with respect banks or lenders for Loans to the making of investments consistent with the investment objectives and policies of be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the responsibility of the Company or the Operating Partnership; (ek) monitor the operating performance of the Investments and provide periodic reports to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required by applicable rule or regulation, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (l) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (m) calculate, at the end of each Business Day, the Class A NAV and Class B NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the provisions of Section 4 , appraisals conducted by the Independent Valuation Advisor; (iq) participate in formulating an investment strategy monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Company and the Operating Partnership with all necessary cash management services; (t) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (u) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (w) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such act; (x) advise the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (y) take all necessary actions to enable the Company and the Operating Partnership to make Investments required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (z) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, as amended), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and analyzing financial information for each of other activities relating to the Investments Company’s and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (hh) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for the Shares, the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging a duly qualified Affiliate of the Advisor or a duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (bd) determine the proper allocation of the Company’s and the Operating Partnership’s Investments among (i) Real Property, (ii) Real Estate Equity Securities, (iii) Real Estate Loans and (iv) cash and cash equivalents and other short-term investments; (e) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent and fund accountant, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cg) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including the servicing of mortgages and selecting, engaging and supervising the performance of third party property managers and leasing agents for property management and leasing services; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) review and analyze each Property’s operating and capital budget; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dj) consult with the officers arrange and Directors secure on behalf of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Operating Partnership with advice and recommendations with respect banks or lenders for Loans to the making of investments consistent with the investment objectives and policies of be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the responsibility of the Company or the Operating Partnership; (ek) monitor the operating performance of the Investments and provide periodic reports to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required by applicable rule or regulation, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (l) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (m) oversee, manage and provide input with respect to the calculation, at the end of each Business Day, of the Class A NAV and Class B NAV by the fund accountant, or otherwise as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the provisions of Section 4 , appraisals conducted by the Independent Valuation Advisor; (iq) participate in formulating an investment strategy monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Company and the Operating Partnership with all necessary cash management services; (t) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (u) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (w) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such act; (x) advise the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (y) take all necessary actions to enable the Company and the Operating Partnership to make Investments required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (z) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, as amended), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and analyzing financial information for each of other activities relating to the Investments Company’s and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (hh) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts shall undertake to present source and recommend to the Company and the Operating Partnership potential investment Fund opportunities to make Investments and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Fund as determined and adopted from time to time by the BoardBoard and in accordance with this Agreement (including, without limitation, Section 4 hereof). In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles Company’s Prospectus for the Follow-On Offering (and any supplements thereto), the Articles, the Bylaws of Incorporation, By-laws the Company and the Operating OP Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) a. serve as the Company’s and the Operating PartnershipFund’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the day-to-day daily management of the operations Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership; (c) d. investigate, select andselect, engage and conduct business with, on behalf of the Company and the Operating PartnershipFund, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, property managersmortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent research firms and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (described in this Section 3, including but not limited to entering into contracts in the name of the Company and or the Operating Partnership with any of the foregoing); (d) e. consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s financial and investment policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Fund and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipFund; (ei) subject to source potential Investments and analyze and recommend potential Investments for the provisions Fund in compliance with the investment objectives and policies of the Fund and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions and arrange for any financing pursuant to which acquisitions and dispositions of Investments will be mademade by the Fund; and (iviii) research, identify, review after and recommend acquisitions and dispositions consistent with the approval of Investments to the Board and make of Directors close such Investments on behalf of the Company Fund; g. manage the Fund’s Investments, including without limitation, by (i) entering into leases for the Fund’s Investments, (ii) supervising property management, leasing, development and construction and other services provided by third parties for the Operating Partnership in compliance with Fund’s Investments and entering into such agreements or contracts as may be necessary or advisable therefore, (iii) to the investment objectives extent necessary, performing all other operational functions for the maintenance and policies administration of the Company; Fund’s Investments, and (viv) arrange arranging for financing and refinancing and make making other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases with the Fund’s investments; h. if and service contracts for Real Estate Assets and, to the extent necessarythat the Advisor deems appropriate, perform negotiate on behalf of the Fund with banks or lenders for loans to be made to the Fund or with respect to its Investments, and negotiate on behalf of the Fund with investment banking firms and broker-dealers or negotiate private sales of Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Fund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Fund; i. provide the Fund with all necessary cash management services; j. establish and maintain one or more bank accounts in its own name for the account of the Company and the Operating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; k. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; l. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments in Investments; m. provide the Board with periodic reports regarding prospective investments in Investments; n. deliver to or maintain on behalf of the Fund copies of all appraisals obtained in connection with the investments in Investments; o. to the extent that the approval of the Board or the Independent Directors is not otherwise required, notify the Board of all proposed material transactions before they are completed; and p. do all other operational functions for things reasonably necessary to assure its ability to render the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present Subject to the Company terms of the Charter and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with supervision and/or prior approval (if required by the investment objectives and policies Charter, Bylaws or this Agreement) of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectlyat its own cost and expense, willunless otherwise set forth herein, on behalf of the Company, shall use its best efforts to: (a) 2.1 serve as the Company’s 's investment advisor and consultant in connection with policy and investment decisions to be made by the Operating Partnership’s investment Board, furnish reports to the Board, and financial advisorprovide research, economic and statistical data in connection with Properties and other Company investments; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for 2.2 administer the day-to-day management of the operations of the Company and perform or supervise the Operating Partnershipvarious administrative functions reasonably necessary for the management of the Company; (c) investigate, select and, on behalf of 2.3 investigate and recommend to the Company and with the Operating Partnershipprior approval of the Board, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodiansdepositories, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent other mortgage and investment participants, any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons persons acting in any other capacity deemed by the Advisor Board necessary or desirable for the performance of any of the foregoing services services; provided that any fees, costs and expenses payable to third parties (including entering into contracts Affiliates of the Advisor) incurred by the Advisor in connection with the name foregoing shall be the sole responsibility of the Company; 2.4 act as attorney-in-fact or agent in disbursing and collecting funds of the Company, in paying the debts and fulfilling the obligations of the Company and, with specific approval of the Board, in acquiring, disposing of and refinancing Properties and other investments and handling, prosecuting and settling any claims of the Company, including the foreclosure or other enforcement of any mortgage or other lien securing investments, and exercise its own discretion in doing so; provided that any fees and costs payable to third parties (including Affiliates of the Advisor) incurred by the Advisor in connection with the foregoing shall be the sole responsibility of the Company; 2.5 advise the Company in its negotiations with banks or other lenders for loans to be made to the Company, and with investment banking firms and broker-dealers for the public or private sales of the securities of the Company or for loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter, and provided, further, that any fees, costs and expenses payable to third parties (including Affiliates of the Advisor) in connection with the foregoing shall be the sole responsibility of the Company; 2.6 advise the Company on investment and reinvestment of money of the Company; 2.7 obtain appraisal reports (which may be prepared by the Advisor or its Affiliates) on any Property in which the Company proposes to make an investment; provided, however, that any fees, costs or expenses payable to third parties (including Affiliates of the Advisor) in connection with the foregoing shall be the sole responsibility of the Company; 2.8 at any time reasonably requested by the Board (but not more than monthly) make reports of its performance of services to the Board; 2.9 communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties, including the Securities and Exchange Commission and the National Association of Securities Dealers, Inc., and to maintain effective relations with Shareholders; 2.10 counsel the Company in connection with policy decisions to be made by the Board; 2.11 provide the executive and administrative personnel, office space and services required in rendering the foregoing services to the Company; 2.12 consult with the Board and the officers of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board them with advice and recommendations with respect to the making acquisition, disposition or financing of Properties or commitments therefor, or other investments consistent of, or investments to be considered by, the Company, and furnish advice and recommendations with the investment objectives and policies respect to other aspects of the Company business and in connection with any borrowings proposed affairs of the Company, including maintaining its status as a REIT; 2.13 present to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with opportunities that are within the investment objectives and policies of the Company; (v) arrange and 2.14 perform such other services as may be required from time to time for financing management and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, activities relating to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each assets of the Investments and Company as the overall portfolio;Advisor shall deem appropriate under the particular circumstances or as the Company may reasonably request.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to manage the day-to-day operations of the Company’s business, present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging an Affiliate or a third party: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations Company, including the collection of revenues and the payment of the Company Company’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s books and records; and organizing meetings of the Board and the Operating Partnership; (c) recommend to the Company and the Operating Partnership the proper allocation of the Company’s Investments between (i) Real Property, (ii) Real Estate Related Assets, and (iii) cash and cash equivalents and other short-term investments; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (e) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the Company; (f) arrange and secure on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (g) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; (h) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (i) calculate, at the end of each Business Day, the Class A NAV, Class D NAV, Class A-I NAV, Class M-I NAV and Class M NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (j) deliver to, or maintain for a period of time in accordance with the Investment Advisers Act of 1940, as amended and the rules and regulation promulgated thereunder, on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders, and related thereto provide copy writing, creative management, project management and print production management; (n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company and the Operating Partnership to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such Act; (p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (q) take all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (r) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (s) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dt) consult with the officers and Directors of cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (u) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (v) assist the Directors Company in maintaining the formulation registration of the Shares under federal and implementation state securities laws with respect to any Public Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to such Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (w) take all necessary actions to enable the Company to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (x) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ey) subject use commercially reasonable efforts to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (z) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (aa) in compliance connection with any Offering, assist the Dealer Manager administratively with the investment objectives selection process, implementation and policies training of Participating Broker-Dealers and facilitate the ongoing due diligence review of the Company and the Offering conducted by Participating Broker-Dealers; (bb) establish and manage ongoing operational and administrative processes for the Company, including engaging and negotiating contract terms with and supervising the performance by vendors of transfer agent services, call center and investor relations services, distribution payment processing, stockholder tax reporting, proxy voting, information technology requirements and reporting to Participating Broker-Dealers; (cc) develop marketing materials for the Company; (dd) assist in permissible public relations activities relating to the Company, including but not limited to the (i) development and administration of press releases, (ii) media relations, (iii) media coverage and by-lined articles, and (iv) subject to principal approval of the Dealer Manager and regulatory approvals, if required, the development and maintenance of a Company website to provide access for investors to financial reporting, financial advisor access to sales materials, and general information relating to the Company, such as filings with the Securities and Exchange Commission and informational presentations; (ee) assist in the administration of the Company; ’s distribution reinvestment plan, Share transfers, Share redemptions and all exception requests; (vff) arrange for financing the provision of data and refinancing customary information resources to interested parties such as custodians, trust departments, third-party reporting services and make other changes in the asset or capital structure of, registered investment advisor platforms; (gg) provide and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform administer all other operational functions back office administrative services that may be required for the maintenance day-to-day operations of the Company; (hh) perform such other services as may be required from time to time for the management and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting other activities relating to the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (ii) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for the Shares, the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging a duly qualified Affiliate of the Advisor or a duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (bd) determine the proper allocation of the Company’s and the Operating Partnership’s Investments among (i) Real Property, (ii) Real Estate Equity Securities, (iii) Real Estate Loans and (iv) cash and cash equivalents and other short-term investments; (e) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cg) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including the servicing of mortgages and selecting, engaging and supervising the performance of third party property managers and leasing agents for property management and leasing services; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) review and analyze each Property’s operating and capital budget; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dj) consult with the officers arrange and Directors secure on behalf of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Operating Partnership with advice and recommendations with respect banks or lenders for Loans to the making of investments consistent with the investment objectives and policies of be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the responsibility of the Company or the Operating Partnership; (ek) monitor the operating performance of the Investments and provide periodic reports to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required by applicable rule or regulation, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (l) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (m) calculate, at the end of each Business Day, the Class A NAV, Class D NAV, Class I NAV, Class N NAV and Class T NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the provisions of Section 4 , appraisals conducted by the Independent Valuation Advisor; (iq) participate in formulating an investment strategy monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Company and the Operating Partnership with all necessary cash management services; (t) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (u) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (w) advise the Company regarding the maintenance of the Company’s exception from the Investment Company Act and monitor compliance with the requirements for maintaining an exception from such act; (x) advise the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (y) take all necessary actions to enable the Company and the Operating Partnership to make Investments required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (z) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to any Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and analyzing financial information for each of other activities relating to the Investments Company’s and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (hh) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The 2.01 Subject to the exclusive and overriding authority of the directors of the Company to manage the business and affairs of the Company, the Advisor will use hereby agrees that it shall: a) provide or arrange for the provision of research and other data in connection with the Company's investments and investment policies; b) act as the Company's real property investment manager and consultant, and in so doing make recommendations to the board of directors of the Company with respect to the acquisition and disposition of investments, perform or arrange for the performance of such inspections and investigations in connection therewith as are deemed appropriate and, upon request of the board of directors of the Company, supervise closings in respect thereof; c) from time to time arrange for mortgage financing on behalf of the Company for its reasonable best efforts real property investments provided the Advisor may retain mortgage brokers at the expense of the Company and with the consent of the board of directors of the Company to present assist in the arrangement of such mortgage financing. d) obtain and review appraisal reports and title opinions or reports from counsel in connection with real property investments made or proposed to be made by the Company, review property location, the building and its physical characteristics, the relevant rental market, financial and character data relating to the property and the vendor or purchaser, applicable environmental, zoning and other governmental regulations, the character of tenant mix and quality of tenants, insurance coverage, the long term anticipated total return to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent other factors in connection with the investment objectives Company's investments; e) supervise the performance of all property management, maintenance and policies other customary services related to the ownership of the Company as determined and adopted from time to time by Company's real estate investments; f) manage the Board. In Company's short-term investments; g) supervise the performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day administrative functions in connection with the management of the operations of the Company and the Operating PartnershipCompany; (ch) investigatedeal with, select and, retain or employ other persons on behalf of the Company and the Operating Partnershipin connection with its investments, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including solicitors, consultants, accountantsproperty managers, correspondentsleasing agents, finders, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities developers and other investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable participants; i) arrange for the performance provision to the Company of any information required in order to report to shareholders; j) arrange for the preparation of budgets; k) arrange for the foregoing services (including entering into contracts in the name of provision to the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, andsuch services by others, as necessary, furnish the Board with advice and recommendations with respect to the making board of investments consistent with the investment objectives and policies of the Company and directors may reasonably request in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies activities of the Company; (vand l) arrange for financing and refinancing and make other changes in the asset or capital structure offrom time to time, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, report to the extent necessary, perform all other operational functions for the maintenance and administration board of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each directors with respect to its performance of the Investments and the overall portfolio;foregoing services.

DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership CWI potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws of CWI and any Prospectus pursuant to which Shares are offered, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the Company’s and the Operating PartnershipCWI’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CWI’s assets and investment policies; (b) provide the daily management for the Company and the Operating Partnership of CWI and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of CWI, the operations of the Company operating partnership and the Operating PartnershipInvestments; (c) investigate, select select, and, on behalf of the Company and the Operating PartnershipCWI, engage engage, oversee and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent franchisors, independent property operators and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership CWI with any of the foregoing); (d) consult with the officers and Directors of the Company CWI and assist the Directors Board in the formulation and implementation of the CompanyCWI’s financial policies, and, as necessary, and furnish the Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard; (e) subject to the provisions of Section Sections 3(g) and 4 , hereof: (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments and deliver to the Investment Committee, as applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CWI; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company CWI; and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (viv) enter into leases and service contracts for Real Estate Assets Lodging Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such; (f) provide the Board with periodic reports regarding prospective Investments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (g) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Lodging Properties which do not meet all of the requirements set forth in Section 4(b) hereof; (h) negotiate on behalf of CWI with banks or lenders for loans to be made to CWI, and negotiate on behalf of CWI with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for CWI, but in no event in such Real Estate Assetsa way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of CWI; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated Investments; (j) obtain for, or provide to, CWI such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (viiii) actively oversee the disbursement and manage Investments for purposes collection of meeting Company monies; (iii) the Company’s investment objectives payment of debts of and reviewing and analyzing financial information for each fulfillment of the Investments obligations of CWI; and (iv) the overall portfoliohandling, prosecuting and settling of any claims of or against CWI, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to CWI under this Agreement; (l) communicate on behalf of CWI with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CWI; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI’s business and operations; (n) provide CWI with such accounting data and any other information requested by CWI concerning the investment activities of CWI as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of CWI; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments; (q) provide CWI with all necessary cash management services; (r) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI’s Lodging Properties; (s) do all things necessary to assure its ability to render the services described in this Agreement; (t) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI as the Advisor shall deem advisable under the particular circumstances; (u) arrange to obtain on behalf of CWI as requested by the Board, and deliver to or maintain on behalf of CWI copies of, all appraisals obtained in connection with investments in Lodging Properties and Loans; and (v) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. The Advisor is registered as an investment adviser under the Advisers Act of 1940 (the “Advisers Act”) and undertakes to perform its duties consistent with applicable law. In performance of this undertakingthese undertakings, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering of Shares and any private placements of securities, including but not limited to OP Units, tenancy-in-common or Delaware statutory trust beneficial interests in DST Properties, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus, private placement memoranda and other Offering, private placement and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering or private placement; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership, an Offering or a private placement; ​ (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders and OP Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder and OP Unitholder support and service; (cf) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (dg) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company ​ Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (eh) subject to the provisions of Section Paragraphs 3(j),(q),(r),(s) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (i) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (j) make investments in and dispositions of Assets within the discretionary limits and authority as granted by the Board; (k) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and the Corporation’s Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (l) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (m) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (n) provide the Corporation and the Operating Partnership with all necessary cash management services; (o) do all things necessary to assure its ability to render the services described in this Agreement; (p) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate AssetsProperties and all valuations of other Assets as may be required to be obtained by the Board; (q) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for any investments in Real Properties; ​ (viir) actively notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board; (t) oversee the development, construction and improvement, including tenant improvements, of Real Properties (including DST Properties) by third parties on behalf of the Corporation; (u) provide Property Accounting Services with respect to each Real Property owned by the Corporation or Real Property in which the Company otherwise has an interest, such as through a joint venture, in consideration for the fee described in Section 9(c); and (v) oversee and manage Investments for purposes monitor third-party engineers, facility managers and property managers with regard to the effective building operations and maintenance of meeting our Real Properties (including DST Properties). Notwithstanding the Company’s investment objectives and reviewing and analyzing financial information for each foregoing, the Advisor may delegate any or all of the Investments foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Corporation or as oversight of the Corporation’s outside counsel, which internal legal services shall be deemed separate and not included in the overall portfolio;services set forth above.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. The Advisor is registered as an investment adviser under the Advisers Act of 1940 (the “Advisers Act”) and undertakes to perform its duties consistent with applicable law. In performance of this undertakingthese undertakings, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering of Shares and any private placements of securities, including but not limited to OP Units, tenancy-in-common or Delaware statutory trust beneficial interests in DST Properties, including, without limitation: (i) develop the product ​ offering, including the determination of the specific terms of the Securities to be offered, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus, private placement memoranda and other Offering, private placement and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering or private placement; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership, an Offering or a private placement; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders and OP Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder and OP Unitholder support and service; (cf) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper ​ performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (dg) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (eh) subject to the provisions of Section Paragraphs 3(j),(q),(r),(s) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (i) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (j) make investments in and dispositions of Assets within the discretionary limits and authority as granted by the Board; (k) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and the Corporation’s Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (l) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (m) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the ​ Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (n) provide the Corporation and the Operating Partnership with all necessary cash management services; (o) do all things necessary to assure its ability to render the services described in this Agreement; (p) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate AssetsProperties and all valuations of other Assets as may be required to be obtained by the Board; (q) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for any investments in Real Properties; (r) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board; (t) oversee the development, construction and improvement, including tenant improvements, of Real Properties (including DST Properties) by third parties on behalf of the Corporation; (u) provide Property Accounting Services with respect to each Real Property owned by the Corporation or Real Property in which the Corporation otherwise has an interest, such as through a joint venture, in consideration for the fee described in Section 9(c); and (viiv) actively oversee and manage Investments for purposes monitor third-party engineers, facility managers and property managers with regard to the effective building operations and maintenance of meeting our Real Properties (including DST Properties). Notwithstanding the Company’s investment objectives and reviewing and analyzing financial information for each foregoing, the Advisor may delegate any or all of the Investments foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Corporation or as oversight of the Corporation’s outside counsel, which internal legal services shall be deemed separate and not included in the overall portfolio;services set forth above.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present provide asset, development, development and construction oversight and operating oversight services for the Assets, to assist in the Company and the Operating Partnership potential investment opportunities sale of such Assets, and to provide a continuing administrative services to the Trust, Holdco and suitable investment program consistent with the investment objectives and policies of the Company their subsidiaries, as determined and adopted from time to time by the BoardBoard of Trustees. In performance of this undertaking, subject to the supervision of the Board of Trustees and consistent with the provisions of the Articles of Incorporation, By-laws Trust Agreement and the Operating Partnership Holdco LLC Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company Trust and the Operating Partnership Holdco and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations Trust and Holdco, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Trust’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Company Trust and Holdco as shall be required to prepare and to file any required periodic financial reports with the Operating PartnershipSecurities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the payment of Distributions to Unitholders; (v) consult with and assist the Board of Trustees in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Trustees with updates related to the overall regulatory environment affecting the Trust and Holdco, as well as managing compliance with such matters; (vii) consult with the Board of Trustees with respect to the governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust and Holdco to comply with applicable law; (ix) manage communications with Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Unitholder support and service; (cb) investigate, select select, and, on behalf of the Company Trust and the Operating PartnershipHoldco, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Trust and the Operating Partnership Holdco with any of the foregoing); (dc) consult with the Board of Trustees and officers and Directors of the Company Trust and its subsidiaries and assist the Directors Board of Trustees in the formulation and implementation of the CompanyTrust’s financial policies, and, as necessary, furnish the Board of Trustees with advice and recommendations with respect to the making of investments consistent with the purpose, investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipTrust and/or Holdco; (ed) subject to the provisions of Section Paragraphs 3(e) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (viii) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Properties; (viie) actively oversee and manage Investments for purposes of meeting obtain the Company’s investment objectives and reviewing and analyzing financial information for each prior approval of the Investments Board, any particular Trustees specified by the Board or any committee of the Board, as the case may be, for any and all Dispositions of Real Properties; (f) make Dispositions of Assets within the overall portfoliodiscretionary limits and authority as granted by the Board; (g) negotiate on behalf of the Trust and Holdco with banks or lenders for loans to be made to the Trust and Holdco, or obtain loans for the Trust and Holdco, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Trust or Holdco; (h) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments of the Trust and/or Holdco in Assets; (i) from time to time, or at any time reasonably requested by the Board of Trustees, make reports to the Board of Trustees of its performance of services to the Trust and Holdco under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (j) provide the Trust and Holdco with all necessary cash management services; (k) consult with the Board of Trustees and provide assistance with the evaluation and approval of potential Dispositions or other Liquidity Events; (l) structure and negotiate the terms and conditions of transactions pursuant to which Dispositions may be made; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) before such transactions are completed, notify and obtain the approval of a majority of the Board of Trustees (including a majority of the Independent Trustees) for all non-affiliated Dispositions of Properties; and (p) before such transactions are completed, notify and obtain the approval of a majority of the Board of Trustees (including a majority of the Independent Trustees) for all affiliated transactions. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Trust if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the Soliciting Dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for Soliciting Dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to any Offering; (c) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (de) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and Dispositions of Real Estate Properties; (i) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (j) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (k) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (l) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (m) provide the Corporation and the Operating Partnership with all necessary cash management services; (n) consult with the Board of Directors and provide assistance with the evaluation and approval of potential Asset Dispositions, Sales or other Liquidity Events; (o) structure and negotiate the terms and conditions of transactions pursuant to which Dispositions may be made; (p) do all things necessary to assure its ability to render the services described in this Agreement; (q) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (r) before such transactions are completed, notify and obtain the approval of: (i) the Corporation’s investment committee or Board for all non-affiliated proposed acquisitions that have a Contract Purchase Price or Total Project Cost of $30 million or less; and (ii) the Board for all proposed acquisitions that have a Contract Purchase Price or Total Project Cost of more than $30 million; (s) before such transactions are completed, notify and obtain the approval of: (i) the Corporation’s management committee for all non-affiliated Sales of Properties that have a Contract Sales Price of $20 million or less; (viiii) actively oversee and manage Investments for purposes of meeting the CompanyCorporation’s investment objectives committee or Board for Sales of Properties that have a Contract Sales Price between $20 million and reviewing $30 million; and analyzing financial information (iii) the Board for each Sales of Properties that have a Contract Sales Price of more than $30 million or if the total approved Sales of Properties in any quarter by the management committee would exceed $50 million. (t) before such transactions are completed, notify and obtain the approval of a majority of the Investments and Board of Directors (including a majority of the overall portfolio;Independent Directors) for all affiliated transactions before such transactions are completed; and (u) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Board, and as amended from time to time by the Boardtime. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) assist in the development of any Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents and obtaining all required regulatory approvals of such documents, coordination of the due diligence process relating to underwriters and/or selling agents and their review of any prospectus and other offering and Company documents, approval of underwriters and/or selling agents and negotiation of the related underwriters or selling agreements, creation and implementation of various technology and electronic communications related to any Offering, the negotiation and coordination with the Company's transfer agent of the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions and all other services related to any Offering, other than services that (i) the Company elects to perform directly or (ii) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; (b) serve as the Company’s 's and the Operating Partnership’s 's investment and financial advisor, obtain certain market research and economic and statistical data in connection with the Company's investments and investment objectives and policies, monitor and evaluate the performance of the Company's investments and provide financial and operational planning services and investment portfolio management functions; (bc) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cd) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent mortgagors and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s 's financial policies, policies and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or Company, the Operating PartnershipPartnership or any of their respective subsidiaries; (ef) subject to the provisions of Section 4 of this Agreement, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investmentsinvestments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments investments to the Board and make Investments investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsthe Company's investments; (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate AssetsProperties; (vii) actively oversee and manage Investments Assets for purposes of meeting the Company’s 's investment objectives objectives; (viii) select Joint Venture partners, structure corresponding agreements and reviewing oversee and analyzing financial information for each monitor these relationships; (ix) oversee the performance of the Investments Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xii) recommend various liquidity events to the Board when appropriate; (g) provide the Board with reports regarding prospective investments periodically and upon request of the Board, coordinate with the Company's independent accountants and auditors to prepare and deliver to the Company's audit committee an annual report covering the Advisor's compliance with certain aspects of this Agreement and oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (h) make investments in, and dispositions of, Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, monitor and oversee the service of the Company's debt facilities and other financings, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Assets or contemplated investments of the Company and the Operating Partnership; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services and manage and coordinate with the transfer agent the process of making distributions and payments to stockholders; (m) consult with the Company's officers and the Board and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations and provide the Company's officers and the Board with timely updates related to the overall portfolioregulatory environment affecting the Company, as well as managing compliance with regulatory matters and policies and procedures relating to the corporate governance structure of the Company; (n) do all things necessary to assure its ability to render the services described in this Agreement; (o) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Properties as may be required to be obtained by the Board, maintain accounting data and any other information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements, maintain all appropriate books and records of the Company and oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, and provide any and all such materials to the Board as soon as reasonably practicable upon request; (p) notify and obtain the approval of the Board of all proposed material transactions before they are completed; and (q) effect any private placement, tenancy-in-common or other interests in Assets as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate of the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus or Private Placement Memorandum for the Shares, the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging a duly qualified Affiliate of the Advisor or a duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (bd) determine the proper allocation of the Company’s and the Operating Partnership’s Investments among (i) Real Property, (ii) Real Estate Equity Securities, (iii) Real Estate Loans and (iv) cash and cash equivalents and other short-term investments; (e) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cg) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including the servicing of mortgages and selecting, engaging and supervising the performance of third party property managers and leasing agents for property management and leasing services; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) review and analyze each Property’s operating and capital budget; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dj) consult with the officers arrange and Directors secure on behalf of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Operating Partnership with advice and recommendations with respect banks or lenders for Loans to the making of investments consistent with the investment objectives and policies of be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the responsibility of the Company or the Operating Partnership; (ek) monitor the operating performance of the Investments and provide periodic reports to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required by applicable rule or regulation, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (l) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (m) calculate or oversee the calculation of, as applicable, at the end of each Business Day, the Class A NAV, Class D NAV, Class I NAV, Class N NAV, Class T NAV, Class S NAV, Class M-I NAV, Class T2 NAV and Class Z NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the provisions of Section 4 , appraisals conducted by the Independent Valuation Advisor; (iq) participate in formulating an investment strategy monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide, or arrange for the provision of, the Company and the Operating Partnership with all necessary cash management services; (t) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (u) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (w) advise the Company regarding the maintenance of the Company’s exception from the Investment Company Act and monitor compliance with the requirements for maintaining an exception from such act; (x) advise the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (y) take all necessary actions to enable the Company and the Operating Partnership to make Investments required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (z) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state, local and foreign regulatory requirements applicable to the Company with respect to any Offering and the Company’s business activities (including the Sarbanes-Xxxxx Xxx xx 0002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and analyzing financial information for each of other activities relating to the Investments Company’s and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (hh) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to present shall provide a continuous program of investment management for the Portfolio. Subject to the Company general supervision of the Trust’s Board of Trustees and the Operating Partnership potential provisions of this Agreement, the Advisor shall have sole investment opportunities discretion with respect to the Portfolio, including selection of the investment securities to be purchased and to provide a continuing sold and suitable investment program consistent the portion of the assets of the Portfolio, if any, that shall be held uninvested and the selection of broker-dealers through which securities transactions in the Portfolio will be executed. In carrying out its responsibilities under this Agreement, the Advisor shall at all times act in accordance with the investment objectives objectives, policies and policies restrictions applicable to the Portfolio as set forth in the Portfolio’s Prospectus and Statement of Additional Information, which is Part B of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent Trust’s most recent Form N-1A registration statement filed with the SEC, applicable provisions of the Articles of Incorporation, By-Investment Company Act and the rules and regulations promulgated thereunder and other applicable federal securities laws and regulations. Specifically, and without limiting the Operating Partnership Agreementgenerality of the foregoing, the Advisor, directly or indirectly, Advisor agrees that it will: (a) serve promptly advise the Portfolio’s Administrator and Custodian of each purchase and sale, as the Company’s case may be, made on behalf of the Portfolio, specifying the name and quantity of the Operating Partnership’s investment security purchased or sold, the unit and financial advisoraggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the broker-dealer effectuating the transaction and/or such other information, and in such manner, as may from time to time be reasonably requested by the Trust; (b) provide with the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management assistance of the operations Distributor, determine the number of Shares that will be created or redeemed each Business Day based on the Company and the Operating Partnershippurchase orders submitted by Authorized Participants; (c) investigate, select and, on behalf with the assistance of the Administrator, maintain all applicable books and records with respect to the securities transactions of the Portfolio. Specifically, but without limitation, the Advisor agrees to maintain with respect to the Portfolio those records required to be maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment Company Act with respect to transactions in the Portfolio including, without limitation, records which reflect securities purchased or sold in the Portfolio, showing for each such transaction the market on which the transaction was effected, the trade date, the settlement date and the Operating Partnership, engage identity of the executing broker-dealer. The Advisor will preserve such records in the manner and conduct business with for the periods prescribed by Rule 31a-2 under the Investment Company Act. The Advisor acknowledges and supervise agrees that all such records it maintains for the performance Trust are the property of such Persons as the Trust and the Advisor deems necessary will promptly surrender to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, Trust any such records upon the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing)Trust’s request; (d) consult provide, in a timely manner, such information as may be reasonably requested by the Trust or its designated agents in connection with, among other things, information about the Portfolio sufficient for a pricing service to calculate the Intraday Indicate Value of the Shares every fifteen seconds each Business Day that the American Stock Exchange LLC will disseminate via the Consolidated Tape Association; the daily computation of the Portfolio’s net asset value (“NAV”) and net income; preparation of proxy statements or amendments to the Trust’s registration statement and monitoring investments made in the Portfolio to ensure compliance with the officers and Directors various limitations on investments applicable to the Portfolio, to ensure that the Portfolio will continue to qualify for the tax treatment accorded to regulated investment companies under Subchapter M of the Company and assist the Directors in the formulation and implementation Internal Revenue Code of the Company’s financial policies, and1986, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnershipamended; (e) render regular reports to the Trust concerning the performance by the Advisor of its responsibilities under this Agreement. In particular, the Advisor agrees that it will, at the reasonable request of the Board of Trustees, attend meetings of the Board of Trustees or its validly constituted committees and will, in addition, make its officers and employees available to meet with the officers and employees of the Trust at least quarterly and at other times upon reasonable notice; (f) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Portfolio, the Advisor’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust’s account are customers of the Advisor or any of its affiliates. In dealing with customers, the Advisor and its affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; (g) review periodically and take responsibility for the material accuracy and completeness of the information supplied by, or at the request of, the Advisor for inclusion in Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended; and (h) adopt and maintain a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act, and will provide the Trust and its Administrator, on the date of this Agreement, a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year while this Agreement is in effect, an executive officer of the Advisor shall certify to the Trustees that the Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no violation of the Advisor’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust or the Administrator, the Advisor shall permit the Trust or the Administrator to examine the reports required to be made to the Advisor by Rule 17j. The provisions of this Section 2(h) are in addition to, and not in lieu of, the code of ethics of the Trust, which directors, officers and employees of the Advisor may be subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments when acting with respect to the Board Trust. The Advisor shall for all purposes herein be deemed to be an independent contractor and make Investments on behalf shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Company and Trust. Notwithstanding the Operating Partnership in compliance with the investment objectives and policies forgoing, members, officers or employees of the Company; (v) arrange Advisor may serve as Trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds such services from the sale ofTrust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its governing documents, as amended or supplemented, or otherwise deal withany applicable statute or regulation, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, or to relieve or deprive the extent necessary, perform all other operational functions for the maintenance and administration Board of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each Trustees of the Investments Trust of its responsibility for and control of the overall portfolio;affairs of the Trust.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus for the Shares, the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging a duly qualified Affiliate of the Advisor or a duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (bd) determine the proper allocation of the Company’s and the Operating Partnership’s Investments among (i) Real Property, (ii) Real Estate Equity Securities, (iii) Real Estate Loans and (iv) cash and cash equivalents and other short-term investments; (e) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cg) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including the servicing of mortgages and selecting, engaging and supervising the performance of third party property managers and leasing agents for property management and leasing services; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) review and analyze each Property’s operating and capital budget; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dj) consult with the officers arrange and Directors secure on behalf of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Operating Partnership with advice and recommendations with respect banks or lenders for Loans to the making of investments consistent with the investment objectives and policies of be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the responsibility of the Company or the Operating Partnership; (ek) monitor the operating performance of the Investments and provide periodic reports to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required by applicable rule or regulation, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (l) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (m) calculate, at the end of each Business Day, the Class A NAV and Class B NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the provisions of Section 4 , appraisals conducted by the Independent Valuation Advisor; (iq) participate in formulating an investment strategy monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Company and the Operating Partnership with all necessary cash management services; (t) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (u) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (w) advise the Company regarding the maintenance of the Company’s exception from the Investment Company Act and monitor compliance with the requirements for maintaining an exception from such act; (x) advise the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (y) take all necessary actions to enable the Company and the Operating Partnership to make Investments required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (z) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, as amended), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and analyzing financial information for each of other activities relating to the Investments Company’s and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (hh) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. The Advisor is registered as an investment adviser under the Advisers Act of 1940 (the “Advisers Act”) and undertakes to perform its duties consistent with applicable law. In performance of this undertakingthese undertakings, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering of Shares and any private placements of securities, including but not limited to OP Units, tenancy-in-common or Delaware statutory trust beneficial interests in DST Properties, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus, private placement memoranda and other Offering, private placement and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering or private placement; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership, an Offering or a private placement; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders and OP Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder and OP Unitholder support and service; (cf) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (dg) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (eh) subject to the provisions of Section Paragraphs 3(j),(q),(r),(s) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (i) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (j) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (k) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and the Corporation’s Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (l) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (m) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (n) provide the Corporation and the Operating Partnership with all necessary cash management services; (o) do all things necessary to assure its ability to render the services described in this Agreement; (p) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate AssetsProperties and all valuations of other Assets as may be required to be obtained by the Board; (q) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for any investments in Real Properties; (r) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board; (t) oversee the development, construction and improvement, including tenant improvements, of Real Properties (including DST Properties) by third parties on behalf of the Corporation; (u) provide Property Accounting Services with respect to each Real Property; and (viiv) actively oversee and manage Investments for purposes monitor third-party engineers, facility managers and property managers with regard to the effective building operations and maintenance of meeting our Real Properties (including DST Properties). Notwithstanding the Company’s investment objectives and reviewing and analyzing financial information for each foregoing, the Advisor may delegate any or all of the Investments foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Corporation or as oversight of the Corporation’s outside counsel, which internal legal services shall be deemed separate and not included in the overall portfolio;services set forth above.

DUTIES OF THE ADVISOR. The Advisor will shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertakingperforming its duties, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent public filings, the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) serve as provide the Company with research and economic and statistical data in connection with the Assets and investment policies of the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide manage the daily management for the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with the duly qualified and supervise the performance of such licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including duly qualified and licensed Affiliates of the Advisor Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing);; 70355208v5 (de) consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investmentsinvestments in Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate the Assets; , including the servicing of Mortgages; (viig) actively oversee provide the Board with periodic reports regarding prospective investments in Assets; (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and manage Investments all investments in Assets; (i) negotiate on behalf of the Company with banks or lenders for purposes of meeting loans to be made to the Company’s investment objectives and reviewing and analyzing financial information for each , negotiate on behalf of the Investments Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the overall portfolioCompany or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement; (l) assist the Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of other duly qualified and licensed Persons to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing and collecting funds on behalf of the Company, paying the 70355208v5 debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will use its reasonable best efforts to find, evaluate, present and recommend to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the Company’s investment policies and objectives and policies of the Company as determined and adopted from time to time by the Board. In its performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws the Bylaws and the Operating Partnership Agreement, the Advisor, either directly or indirectly, willshall, among other duties: (a) serve as exercise absolute discretion, subject to the Board’s review, in decisions to originate, acquire, retain or sell Investments; provided, that the Advisor may originate or acquire on behalf of the Company and the Operating Partnership any Investment with purchase price that is less than $15,000,000 without the prior approval of the Board (other than an Investment originated or acquired from the Advisor, a Director, the Sponsor or their Affiliates, in which case the approval of the Independent Directors will be required) if and to the extent that: (i) the proposed origination or acquisition would not, if consummated, violate or conflict with the Company’s investment objectives; (ii) the proposed origination or acquisition would not, if consummated, violate the limitations on borrowing set forth in the Articles of Incorporation; and (iii) the consideration proposed to be paid for such Investment does not exceed the fair market value of such Investment, as determined by a qualified independent valuer selected in good faith by the Advisor and acceptable to the Operating Partnership’s investment and financial advisorIndependent Directors; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments Investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 4, (i) participate in formulating an present a continuing and suitable investment strategy program to the Board that is consistent with the Company’s investment policies and asset allocation frameworkobjectives; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which originations, acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend originations, acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including, with respect to Real Estate AssetsEstate-Related Loans, servicing; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles Charter and Bylaws of Incorporation, By-laws the Corporation and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willby engaging an Affiliate: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership; (c) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (d) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (viv) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (f) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Estate Properties; (h) make investments in and dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; ; (viik) actively oversee from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and manage Investments for purposes the Operating Partnership under this Agreement, including reports with respect to potential conflicts of meeting interest involving the CompanyAdvisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment objectives committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and reviewing and analyzing financial information for each obtain the approval of the Investments Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the overall portfolio;approval of the Conflicts Committee and a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3.

DUTIES OF THE ADVISOR. The Advisor will shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertakingperforming its duties, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent public filings, the Articles of Incorporation, By-laws Incorporation and the Operating Partnership AgreementBylaws, the AdvisorAdvisor shall, either directly or indirectly, willby engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) serve as provide the Company’s Company with research and economic and statistical data in connection with the Operating Partnership’s Assets and investment and financial advisorpolicies; (b) provide manage the daily management for the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with the duly qualified and supervise the performance of such licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent agents and any and all agents for any of the foregoing), including duly qualified and licensed Affiliates of the Advisor Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany; (ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate the Assets; , including the servicing of Mortgages; (viig) actively oversee provide the Board with periodic reports regarding prospective investments in Assets; (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and manage Investments all investments in Assets; (i) negotiate on behalf of the Company with banks or lenders for purposes of meeting loans to be made to the Company’s investment objectives and reviewing and analyzing financial information for each , negotiate on behalf of the Investments Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the overall portfolioCompany or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets; (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement; (l) assist the Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present provide management, sale, disposition and/or liquidation services with respect to the Company and the Operating Partnership potential investment opportunities Retained Asset, and to provide a continuing administrative services to the Trust and suitable investment program consistent with the investment objectives and policies of the Company any Trust Subsidiaries, as determined and adopted from time to time by the BoardBoard of Trustees. In performance of this undertaking, subject to the supervision of the Board of Trustees and consistent with the provisions of the Articles of Incorporation, By-laws Trust Agreement and the Operating Partnership Holdco LLC Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company Trust and the Operating Partnership Trust Subsidiaries and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations Trust and the Trust Subsidiaries, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Trust’s and the Trust Subsidiaries’ business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Company Trust and the Operating PartnershipTrust Subsidiaries as shall be required to prepare and to file any required periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including, without limitation, annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including, without limitation, independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the payment of Distributions to Unitholders; (v) consult with and assist the Board of Trustees in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Trustees with updates related to the overall regulatory environment affecting the Trust and the Trust Subsidiaries, as well as managing compliance with such matters; (vii) consult with the Board of Trustees with respect to the governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust and the Trust Subsidiaries to comply with applicable law; (ix) manage communications with Unitholders, including, without limitation, answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Unitholder support services and investor relations; (cb) investigate, select select, and, on behalf of the Company Trust and the Operating PartnershipTrust Subsidiaries, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including hereunder, including, but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including including, without limitation, Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company Trust and the Operating Partnership Trust Subsidiaries with any of the foregoing); (dc) consult with the Board of Trustees and officers and Directors of the Company Trust and the Trust Subsidiaries and assist the Directors Board of Trustees in the formulation and implementation of the CompanyTrust’s financial policies, and, as necessary, furnish the Board of Trustees with advice and recommendations with respect to the making of investments consistent with the purpose, investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company Trust or any Trust Subsidiary; (d) obtain the Operating Partnershipprior approval of the Board of Trustees, any particular Trustees specified by the Board of Trustees or any committee thereof, as applicable, for any Disposition of the Retained Asset; (e) subject pursue a Disposition of the Retained Asset within the discretionary limits and authority as granted by the Board of Trustees; (f) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Trust’s assets; (g) from time to time, or at any time reasonably requested by the Board of Trustees, make reports to the provisions Board of Section 4 Trustees of its performance of services to the Trust and the Trust Subsidiaries under this Agreement, including, but not limited to, reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (h) provide the Trust and the Trust Subsidiaries with all necessary cash management services; (i) participate in formulating an investment strategy consult with the Board of Trustees and asset allocation framework; provide assistance with the evaluation and approval of any potential Disposition or other material restructuring or modification of the terms governing the Retained Asset; (ii) locate, analyze and select potential Investments; (iiij) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will a Disposition may be made; (k) perform all duties (including the granting of any consent) of the Trustees as set forth in Section 3.03 of the Trust Agreement; (l) do all things necessary to assure its ability to render the services described in this Agreement; and (ivm) researchbefore such transactions are completed, identifynotify and obtain the approval of a majority of the Board of Trustees, review and recommend acquisitions and dispositions including a majority of Investments the Independent Trustees, for all transactions with Affiliates. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3, subject to the Board and make Investments on behalf prior consent of the Company and the Operating Partnership in compliance with the investment objectives and policies Board of Trustees if all or substantially all of such duties are delegated to a Person who is not an Affiliate of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;Advisor.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) provide the daily management for the Company and the Operating Partnership and perform manage and supervise the various administrative functions necessary for the day-to-day management Offering of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent Shares and any and all agents for any private placements of the foregoing)securities, including Affiliates of the Advisor and Persons acting but not limited to OP Units, tenancy-in-common or Delaware statutory trust beneficial interests in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policiesDST Properties, andincluding, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , without limitation: (i) participate in formulating an investment strategy develop the product offering, including the determination of the specific terms of the Securities to be offered, prepare all offering and asset allocation frameworkrelated documents, and obtain all required regulatory approvals; (ii) locatealong with the Dealer Manager, analyze approve the participating broker dealers and select potential Investmentsnegotiate the related selling agreements; (iii) structure coordinate the due diligence process for participating broker dealers and negotiate the terms their review of any Prospectus, private placement memoranda and conditions of transactions pursuant to which acquisitions other Offering, private placement and dispositions of Investments will be madeCorporation documents; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes assist in the asset preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or capital structure of, and dispose of, reinvest others in the proceeds from the sale of, Offering or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolioprivate placement;

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering of Shares and any private placements of securities, including but not limited to OP Units, tenancy-in-common or Delaware statutory trust beneficial interests in DST Properties, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus, private placement memoranda and other Offering, private placement and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering or private placement; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership, an Offering or a private placement; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders and OP Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder and OP Unitholder support and service; (cf) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (dg) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (eh) subject to the provisions of Section Paragraphs 3(j),(q),(r),(s) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (i) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (j) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (k) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and the Corporation’s Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (l) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (m) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (n) provide the Corporation and the Operating Partnership with all necessary cash management services; (o) do all things necessary to assure its ability to render the services described in this Agreement; (p) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate AssetsProperties and all valuations of other Assets as may be required to be obtained by the Board; (q) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for any investments in Real Properties; (r) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; (s) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board; (t) oversee the development, construction and improvement, including tenant improvements, of Real Properties (including DST Properties) by third parties on behalf of the Corporation; (u) provide Property Accounting Services with respect to each Real Property; and (viiv) actively oversee and manage Investments for purposes monitor third-party engineers, facility managers and property managers with regard to the effective building operations and maintenance of meeting our Real Properties (including DST Properties). Notwithstanding the Company’s investment objectives and reviewing and analyzing financial information for each foregoing, the Advisor may delegate any or all of the Investments foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Corporation or as oversight of the Corporation’s outside counsel, which internal legal services shall be deemed separate and not included in the overall portfolio;services set forth above.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Trust and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted from time to time by the BoardBoard of Trustees. In performance of this undertaking, subject to the supervision of the Board of Trustees and consistent with the provisions of the Articles Declaration of IncorporationTrust, By-laws the Bylaws and the Operating Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyTrust’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Trust’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Trust, prepare all ​ offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Trust documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Trust’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Trust, the Operating Partnership or the Offering; (c) provide the daily management for the Company Trust and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Trust and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Trust’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Trust and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Trustees in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Trustees with updates related to the overall regulatory environment affecting the Trust and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Trustees with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cd) investigate, select select, and, on behalf of the Company Trust and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Trust and the Operating Partnership with any of the foregoing); (de) consult with the officers and Directors Board of Trustees of the Company Trust and assist the Directors Board of Trustees in the formulation and implementation of the CompanyTrust’s financial policies, and, as necessary, furnish the Board of Trustees with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company or Trust and/or the Operating Partnership; (ef) subject to the provisions of Section Paragraphs 3(h) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Trust and the Operating Partnership in compliance with the investment objectives and policies of the CompanyTrust; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Properties; (viig) actively oversee upon request, provide the Board of Trustees with periodic reports regarding prospective investments; (h) make investments in and manage Investments for purposes Dispositions of meeting Assets within the Company’s investment objectives discretionary limits and reviewing and analyzing financial information for each authority as granted by the Board; (i) negotiate on behalf of the Investments Trust and the overall portfolioOperating Partnership with banks or lenders for loans to be made to the Trust and the Operating Partnership, and negotiate on behalf of the Trust and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Trust and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Trust or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Trust and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Trustees, make reports to the Board of Trustees of its performance of services to the Trust and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Trust and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the prior approval of the Board of Trustees, any particular Trustees specified by the Trust or, if specified in a resolution or policy adopted by the Board of Trustees, any committee of the Board or the Advisor, for any investments in Real Properties; and (p) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Trust if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Company’s most recent Prospectus or Private Placement Memorandum for the Shares, the Articles of Incorporation, By-laws Incorporation and Bylaws and the Operating Partnership Agreement, the AdvisorAdvisor shall, either directly or indirectly, willindirectly by engaging a duly qualified Affiliate of the Advisor or a duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Investments and investment policies; (bd) determine the proper allocation of the Company’s and the Operating Partnership’s Investments among (i) Real Property, (ii) Real Estate Equity Securities, (iii) Real Estate Loans and (iv) cash and cash equivalents and other short-term investments; (e) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (cg) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including the servicing of mortgages and selecting, engaging and supervising the performance of third party property managers and leasing agents for property management and leasing services; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) review and analyze each Property’s operating and capital budget; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (dj) consult with the officers arrange and Directors secure on behalf of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board Operating Partnership with advice and recommendations with respect banks or lenders for Loans to the making of investments consistent with the investment objectives and policies of be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with any borrowings proposed to the foregoing shall be undertaken by the responsibility of the Company or the Operating Partnership; (ek) monitor the operating performance of the Investments and provide periodic reports to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required by applicable rule or regulation, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (l) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (m) calculate or oversee the calculation of, as applicable, at the end of each Business Day, the Class A NAV, Class D NAV, Class I NAV, Class N NAV, Class T NAV, Class S NAV, Class M-I NAV, Class T2 NAV and Class Z NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the provisions of Section 4 , appraisals conducted by the Independent Valuation Advisor; (iq) participate in formulating an investment strategy monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide, or arrange for the provision of, the Company and the Operating Partnership with all necessary cash management services; (t) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (u) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (w) advise the Company regarding the maintenance of the Company’s exception from the Investment Company Act and monitor compliance with the requirements for maintaining an exception from such act; (x) advise the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (y) take all necessary actions to enable the Company and the Operating Partnership to make Investments required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code; (z) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state, local and foreign regulatory requirements applicable to the Company with respect to any Offering and the Company’s business activities (including the Sarbanes-Xxxxx Xxx xx 2002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and analyzing financial information for each of other activities relating to the Investments Company’s and the overall portfolio;Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (hh) use commercially reasonable efforts to cause the Company and the Operating Partnership to comply with all applicable laws.

DUTIES OF THE ADVISOR. The Advisor will undertakes to use its reasonable best efforts to present to the Company Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Corporation as determined and adopted from time to time by the BoardBoard of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of IncorporationCharter, By-laws the Bylaws and the Operating ​ ​ Partnership Agreement, and subject to the Advisorcondition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly, willby engaging an Affiliated or non-Affiliated Person: (a) serve as the CompanyCorporation’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Company Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and ​ ​ similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the Xxxxxxxx-Xxxxx Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (cf) investigate, select select, and, on behalf of the Company Corporation and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (services, including but not limited to entering into contracts in the name of the Company Corporation and the Operating Partnership with any of the foregoing); (dg) consult with the officers and Board of Directors of the Company Corporation and assist the Board of Directors in the formulation and implementation of the CompanyCorporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Corporation and in connection with any borrowings proposed to be undertaken by the Company or Corporation and/or the Operating Partnership; (eh) subject to the provisions of Section Paragraphs 3(j),(q),(r),(s) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments investments on behalf of the Company Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCorporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investmentsinvestments; and (vi) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (i) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (j) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (k) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; ​ ​ (l) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (m) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (n) provide the Corporation and the Operating Partnership with all necessary cash management services; (o) do all things necessary to assure its ability to render the services described in this Agreement; (p) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Estate AssetsProperties and all valuations of other Assets as may be required to be obtained by the Board; (q) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for any investments in Real Properties; (r) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (viis) actively oversee and manage Investments effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for purposes the performance of meeting the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Company or as oversight of the Company’s investment objectives outside counsel, which internal legal services shall be deemed separate and reviewing and analyzing financial information for each of not included in the Investments and the overall portfolio;services set forth above.