Common use of Obligations and Compensation of Dealer Manager Clause in Contracts

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. 3.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $2,975,000,000 in Shares (or such other amount as the Company allocates to the public up to the maximum amount primary Offering of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectusfirst paragraph of this Agreement) primarily through the dealers selected to participate in the distribution of Shares in the Offering Participants. The Company hereby expressly authorizes who have executed Selected Dealer Agreements with the Dealer Manager (each, a “Dealer” and, collectively, the “Dealers”), all of whom shall be members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer Manager may also sell Shares for cash directly to engage one or more Sub-Dealer Managers its own clients and customers at the public offering price and subject to the terms and conditions stated in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderProspectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA and that FINRA; (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation ; and (iii) it has established and implemented anti-money laundering compliance programs in the distribution of the Shares in the Offeringaccordance with applicable law, including with respect to its engagement of one or more Sub-Dealer Managersapplicable FINRA rules, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC rules, and the rules USA PATRIOT Act of 2001, reasonably designed to detect and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to cause the Offering and reporting of suspicious transactions in connection with the sale of Shares, all applicable state securities or blue sky laws and regulations, and Shares of the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141Company. 3.2. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public only in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement3.3. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to as compensation for the limitations set forth in Section 3.f. belowservices rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in the amount of 7.0% of the gross proceeds of the Class A Shares sold and 3.0% of the gross proceeds of the Class T Shares sold, plus a dealer manager fee in the amount of 2.0% of the gross proceeds of the Shares sold to the public; provided, however, that there shall be no selling commissions and no dealer manager fees paid for sales of Shares under the Company’s distribution reinvestment plan. In addition, the Company agrees that it will pay to the Dealer Manager a monthly distribution and stockholder servicing fee with respect that will accrue daily in an amount equal to sales 1/365th of 0.8% of the Company’s per share NAV of Class S T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the distribution and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who Shares sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer Offering at the earliest of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, on behalf of the Company, determines that total selling commissions, dealer manager commissions and distribution and stockholder servicing fees and Servicing Fees paid with respect by a stockholder within his or her individual account would be equal to 7.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T shares held within in such account would exceed, in account; (ii) the aggregate, 8.75date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares, excluding Shares sold pursuant to the distribution reinvestment plan; (iii) the fifth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment plan offering) terminates; (iv) the date such primary Class T share is no longer outstanding; and (v) the date the Company effects a liquidity event. The distribution and stockholder servicing fee relates to the share or shares (including sold. Payments to the gross proceeds Dealer Manager shall be made by the end of any shares issued under the DRIP with respect thereto)week following the week in which Shares are sold by wire transfer of immediately available funds to an account designated by the Dealer Manager. Notwithstanding the foregoing, orthe Dealer Manager will reallow all of the selling commissions to Dealers. The Dealer Manager also may reallow all or a portion of the dealer manager fee and the distribution and stockholder servicing fee to Dealers; provided, solely however, that with respect to Class T sharesany individual investment, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager will not re-allow the related distribution and stockholder servicing fee to a Dealer if such Dealer ceases to hold the applicable Dealer in effect on the date upon which account related to such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareinvestment. In addition, the Dealer Manager will cease receiving not reallow the Servicing Fee on Class T shares, Class S shares distribution and Class D shares in connection stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager or if the Dealer’s previously executed Selected Dealer Agreement with the Dealer Manager is terminated. In any instance in its sole discretion. For purposes of this Agreementwhich the Dealer Manager does not re-allow the distribution and stockholder servicing fee to a Dealer, the portion of the Servicing Fee accruing with respect Dealer Manager will return such fee to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by . If, for any reason, a sale is cancelled or rescinded, the Dealer Manager shall return to the Company during the term of a particular Offeringselling commission, the dealer manager fee and not issued pursuant the distribution and stockholder servicing fee paid to a prior Offering, shall be underwriting compensation it with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicablesale. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for to make payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing such Dealers on behalf of the Dealer Manager without incurring any liabilityliability therefore. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus3.4. The Dealer Manager shall obtain from use and distribute, in conjunction with the offer and sale of any Offering Participant Shares, only the Prospectus and provide to the Company a detailed such sales literature and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made advertising as shall have been previously approved in writing by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany. j. 3.5. The Dealer Manager Parties represents acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, dealer manager fee and warrants distribution and stockholder servicing fee set forth in Section 3.3, but only to the Company and each person and firm that signs the Registration Statement extent that the information under total of such reimbursements for underwriting expenses and the caption “Plan selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 is no more than 10.0% of Distribution” the gross offering proceeds of the Shares sold in the Prospectus and all other information furnished to Offering, excluding proceeds from the Company by distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the Dealer Manager Parties in writing expressly for use gross proceeds of the Shares sold in the Registration StatementOffering, any preliminary prospectus, excluding proceeds from the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingdistribution reinvestment plan. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Operating Partnership (provided that, to the extent representations and warranties are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 4.1 Subject to the terms described in Section 15 below, the Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Participating Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Participating Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Primary Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this AgreementAgreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules, (ii) it has continued to implement its AML Program, and (iii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act. 4.2 With respect to its participation and the participation by each Participating Dealer Manager’s participation in the distribution offer and sale of the Offered Shares in the Offering(including, including with respect to its engagement without limitation any resales and transfers of one or more Sub-Dealer ManagersOffered Shares), the Dealer Manager agrees agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, Act and the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules Rules of FINRA applicable to the OfferingFINRA, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340, 21112420, 23102730, 5110 2740, and 51412750 therein. The Dealer Manager will not make agrees, and each Participating Dealer shall have agreed, to comply and shall comply with any recommendations applicable requirements with respect to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date its and each Participating Dealer’s participation in any resales or transfers of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such OfferingOffered Shares. In addition, the Dealer Manager Parties agrees, and each Participating Dealer shall have agreed, that should it or they assist with the Offering Participants shall commence the offering resale or transfer of the Offered Shares, it and each Participating Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Offering for cash to the public Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares are registered has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or qualified sold for sale or the account of the Company in which such offering is otherwise permittedany other states. The Dealer Manager Parties shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Offering Participants Authorized Sales Materials. The Dealer Manager represents and warrants to the Company that it will immediately not use any sales literature not authorized and approved by the Company or use any “broker-dealer use only” materials with members of the public in connection with offers or sales or the Offered Shares. The Dealer Manager agrees, and the Participating Dealers will each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Company at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the Company. c. Subject 4.4 In consideration for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager: (a) a dealer manager fee in the amount of 3.5% of the gross proceeds from the sale of the Primary Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Shares by an officer, director or employee of the Company, the Advisor or their respective affiliates; and (b) subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S 6.5% of the gross proceeds of the Primary Shares and Class D Primary Sharessold, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling which commissions may be reallowed by the Dealer Manager in whole or in part to the Dealers Participating Dealer who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Offered Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceDealer; provided, however, that upon no commissions described in this clause (b) shall be payable in respect of the date when purchase of Shares: (i) through an investment advisory representative affiliated with a Participating Dealer who is paid on a fee-for-service basis by the investor; (ii) by a Participating Dealer (or such Participating Dealer’s registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or such Participating Dealer’s registered representative), or (iii) by an officer, director or employee of the Company, the Advisor or their respective affiliates. The Company will not pay to the Dealer Manager is notified that any Dealer Manager Fee or selling commissions in respect of the purchase of any DRIP Shares. 4.5 Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer who sold Manager under Section 4.4 unless or until $2,000,000 has been raised from the Class T, Class S or Class D shares giving rise to a portion sale of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Primary Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated Offering (the “Servicing DealerMinimum Offering”). Until the Minimum Offering is obtained, investments will be held in escrow. If the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, investors in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer ManagerProspectus. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. 4.6 The Company will not be liable or responsible to any Offering Participant or Servicing Participating Dealer for direct payment of commissions, commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to such Offering Participant or Servicing Participating Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to Offering Participants and Servicing Participating Dealers. Notwithstanding the foregoingabove, at the discretion of the Company, in its sole discretion, either directly or through the Company Escrow Agent, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees commissions or Servicing Fees to Offering Participants or Servicing Dealers on behalf reallowance of the Dealer Manager Fee to such Participating Dealers without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusliability therefor. The Dealer Manager shall obtain from any Offering Participant Fee and provide all selling commissions payable to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company Dealer Manager with respect to a particular Offering hereunder shall cause total organization and offering expenses, any Offered Shares sold will be paid or offered substantially concurrently with the acceptance of subscribers for such Offered Shares as defined under stockholders by the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany. j. 4.7 The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 4.8 The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Company, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Company, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said Escrow Agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as Escrow Agent.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Primary Shares set forth in the Prospectus (subject to the Company’s right of reallocationreallocation of Primary Shares to DRIP Shares, and vice versa, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers Dealers, all of whom shall be members of FINRA in connection with the performance of its roles and responsibilities as agent and distributor set forth hereundergood standing. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell sell, and cause the Dealers to sell, the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each the Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, Act and the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable Promptly after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented amended from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D any applicable class of Primary Shares and all or a portion of the selling commissions may will be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D applicable class of Primary Shares giving rise to such selling commissions, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T any applicable class of Primary Shares and all or a portion of the dealer manager fees may will be reallowed by the Dealer Manager to the Dealers who sold the Class T applicable class of Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented amended from time to time, and subject to the limitations set forth in Section 3.f4.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all any applicable class of Shares as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may will reallow all or a portion of the Servicing Fee to (a) any the Dealers who sold the Class T, Class S or Class D shares Shares giving rise to a portion of such Servicing Fee to the extent the Participating Selected Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Selected Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares Shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer Dealer no longer satisfies any or all of the conditions in its applicable agreement Selected Dealer Agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealerDealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, Shares shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it Dealer is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, Shares giving rise to a portion of such Servicing Fee made in connection with a change in the registration of record for the Class T, Class S or Class D shares such Shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, such Shares for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, applicable Shares if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the any applicable Servicing Fee to other broker-dealers who provide services with respect to the applicable Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For In addition to the avoidance of doubtforegoing, (i) the Company shall pay the Dealer Manager may waive Servicing Fees earned on Shares sold in connection with the Servicing Fee Company’s initial public offering pursuant to the extent Dealer or Servicing Dealer no longer provides services with respect to Company’s registration statement on Form S-11 (File No. 333-223022) (the Shares “Initial Public Offering”) and (ii) the Company agrees that it will not deem the Dealer Manager shall reallow such Servicing Fees to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by any Dealers with a Selected Dealer Agreement and any Servicing Dealers with a Servicing Dealer Agreement with the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee Fees with respect to any Class T shareShare, Class S share Share or Class D share purchased in the Primary Offering and Share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or a lower limit as set forth in the Selected Dealer Agreement between the Dealer Manager and the applicable Dealer) of the gross proceeds from the sale of such primary shares Shares (including the gross proceeds of any shares Shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share Shares (and any shares Shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares Shares (including any fractional sharesShares) with an equivalent aggregate NAV as such shareShares. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares with respect to any Shares issued in connection with an the Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I sharesShares, (ii) the merger or consolidation of the Company with or into another entity in which the Company is not the surviving entity, or the sale or other disposition of all or substantially all of the Company’s assets assets, in each case in a transaction in which the Company’s stockholders receive cash and/or cash, securities listed on a national stock exchange or a combination thereof, or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) % of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares any applicable class of Shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, particular Offering shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Selected Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant Dealer or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant Dealer or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants Dealers and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 34, the Company and/or BentallGreenOak (U.S.) Limited Partnership or Brookfield REIT Adviser LLC (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject Subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant Dealer as described in the Prospectus. The Dealer Manager shall obtain from any Offering Participant Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses. . j. The Dealer Manager shall pay its own costs and expenses incident to the performance of this Agreement. k. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), ) and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. l. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, Dealers will offer and sell the Shares at the public offering prices per share as determined Share described in accordance with the Prospectus. m. The Dealer Manager shall (a) abide by and comply with (i) the privacy standards and requirements of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), (ii) the privacy standards and requirements of any other applicable federal or state law, and (iii) its own internal privacy policies and procedures, each as may be amended from time to time; (b) refrain from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and (c) determine which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving an aggregated list of such customers from the Soliciting Dealers (the “List”) to identify customers that have exercised their opt-out rights. Prior to using or disclosing nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, each party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures. n. The Dealer Manager shall remain in compliance with all AML Rules and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification, the Dealer Manager is in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Title III of the USA PATRIOT Act. o. The Dealer Manger will maintain in effect and enforce policies and procedures designed to ensure compliance by the Dealer Manager, its subsidiaries and their respective directors, officers, employees and agents with Sanctions and Anti-Corruption Laws. The Dealer Manager will not act in any manner that would result in the violation of any Sanctions or Anti-Corruption Laws by any party to this Agreement. The Dealer Manager will deliver in a timely manner all documents reasonably requested by the Company in connection with Sanctions.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Adviser (provided that, to the extent representations and warranties of the Company and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 4.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Selected Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Selected Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the Dealer Manager’s participation in USA Patriot Improvement and Reauthorization Act of 2005 (the distribution “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the Shares International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the Offering, including with respect to its engagement offering and sale of one or more Sub-Dealer Managersthe Offered Shares. In addition, the Dealer Manager agrees represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the Treasury Department’s Office of foreign Assets Control regulations and programs administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Company, to provide an annual certification to the Company that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2 With respect to its participation and the participation by each Selected Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Selected Dealer Agreement, each Selected Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, the Rules and RegulationsExchange Act, the Securities Exchange Act of 1934rules promulgated under each, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules of FINRA applicable to the OfferingRules, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340, 21112420, 23102740, 5110 and 51412750 therein. The Dealer Manager will not make agrees, and each Selected Dealer shall have agreed, to comply and shall comply with any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee requirements with respect to sales of Class S its and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described each Selected Dealer’s participation in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all any resales or a portion transfers of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareOffered Shares. In addition, the Dealer Manager will cease receiving agrees, and each Selected Dealer shall have agreed, that should it or they assist with the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur resale or transfer of the following: (i) a listing Offered Shares, it and each Selected Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Class I shares, (ii) Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the merger or consolidation account of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusstates. The Dealer Manager shall obtain from use and distribute in conjunction with the offer and sale of any Offering Participant Offered Shares only the Prospectus and provide the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments prospective investors if accompanied or reimbursements made preceded by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesProspectus, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.Section 1.1

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $3,500,000,000 in any combination of Class D Shares, Class T Shares, Class S Shares and Class I Shares (or such other amount as the Company allocates to the public up to the maximum amount primary Offering of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily second paragraph of this Agreement), through financial intermediaries including dealers selected to participate in the distribution of Shares in the Offering Participants. The Company hereby expressly authorizes who have executed Selected Dealer Agreements with the Dealer Manager (each, a “Dealer” and, collectively, the “Dealers”), all of whom shall be members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer Manager may also sell Shares for cash directly to engage one or more Sub-Dealer Managers its own clients and customers at the public offering price and subject to the terms and conditions stated in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderProspectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA and that FINRA; (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation ; and (iii) it has established and implemented anti-money laundering compliance programs in the distribution of the Shares in the Offeringaccordance with applicable law, including with respect to its engagement of one or more Sub-Dealer Managersapplicable FINRA rules, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC rules, and the rules USA PATRIOT Act of 2001, reasonably designed to detect and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to cause the Offering and reporting of suspicious transactions in connection with the sale of Shares, all applicable state securities or blue sky laws and regulations, and Shares of the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestCompany. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public only in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. 3.3 Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager upfront selling commissions in connection the amount of (i) with sales of respect to the Class T Primary Shares, up to 3.00% of the transaction price per Class T Share sold in the primary offering and (ii) with respect to the Class S Primary Shares and Shares, up to 3.50% of transaction price per Class S Share sold in the primary offering; provided, however, that there shall be no selling commission on Class D Primary Shares, as described in Schedule 2 Shares or Class I Shares or on Shares sold pursuant to this Agreementthe Company’s distribution reinvestment plan. Selling commissions may be waived at the direction of the Dealer Manager. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion may reallow up to 100% of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer AgreementDealers. d. Subject to volume discounts 3.4 For sales on and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectusafter November 27, which may be amended and restated from time to time2018, the Company agrees that it will pay to the Dealer Manager an upfront dealer manager fees fee in connection with sales an amount equal to 0.50% of the transaction price per Class T Primary Shares, as described in Schedule 2 to this AgreementShare. The applicable sum of the upfront selling commission and the upfront dealer manager fees payable fee with respect to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion will not exceed 3.5% of the transaction price. At the Dealer Manager’s discretion, it may reallow up to 100% of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold fee received on the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such DealerDealers. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. belowAdditionally, the Company agrees that it will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and that is payable in arrears on a monthly basis in an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee amount equal to (ai) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class TD Shares, 0.25% per annum of the aggregate NAV of outstanding Class D Shares, (ii) with respect to the Class T Shares, 0.85% per annum of the aggregate NAV of outstanding Class T Shares, consisting of an advisor stockholder servicing fee of 0.65% per annum, and a stockholder servicing fee of 0.20% per annum, of the aggregate NAV of outstanding Class T Shares and (iii) with respect to the Class S Shares, 0.85% per annum of the aggregate NAV of outstanding Class S Shares. No Class I Share sold in an Offering shall be subject to a stockholder servicing fee. At the Dealer Manager’s discretion, it may reallow up to 100% of the stockholder servicing fees received on the Class T Shares, Class S or Shares and Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due Shares to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I sharesDealers. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager be entitled to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee any additional stockholder servicing fees with respect to any Class T shareD Shares, Class T Shares and Class S share or Class D share purchased in the Primary Offering and Shares held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissionsUpfront Selling Commissions, upfront dealer manager fees, and stockholder servicing fees and Servicing Fees paid with respect to the shares held within such account Shares would exceed, in the aggregate, 8.75% (or, in the case of such Shares sold through certain participating broker-dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer) of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP Company’s distribution reinvestment plan with respect thereto). If, or, solely with respect to Class T sharesfor any reason, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share sale is cancelled or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In additionrescinded, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant shall return to the Registration Statement for such Offering) upon the earlier Company any fee paid to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation it with respect to such particular Offering and not with respect to sale, including any other Offering. g. The terms of any reallowance of selling commissionscommission, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicablefee and/or stockholder servicing fee. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for to make payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissionscommissions to such Dealers without incurring any liability therefor. In connection with the Offering, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition will not be entitled to the other items of receive underwriting compensation set forth (as defined in this Section 3, accordance with the Company and/or BentallGreenOak (U.S.applicable FINRA rules) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates aggregate dealer manager fees, stockholder servicing fees, selling commissions and all other forms of underwriting compensation received by the Dealer Manager and all Dealers exceeds 10% of the gross proceeds raised from the sale of Shares in the Offering, excluding proceeds from the Company’s distribution reinvestment plan (the “FINRA Cap”). 3.5 For sales of the Company’s Class W shares, Class A shares and Class I shares prior to the reclassification of such shares on November 27, 2018, for which the Company previously agreed to pay the Dealer Manager, (i) an ongoing dealer manager fee equal to 0.55% per annum of the aggregate NAV of the outstanding Class W shares, (ii) an ongoing dealer manager fee equal to 0.55% per annum of the aggregate NAV of outstanding Class A shares and a distribution fee equal to 0.50% per annum of the aggregate NAV of the outstanding Class A shares and (iii) an ongoing dealer manager fee equal to 0.25% per annum of the aggregate NAV of the outstanding Class I shares, pursuant to the Second Amended and Restated Dealer Manager Agreement dated as of February 10, 2017 (the “Prior Agreement”), the Parties understand and agree that they the terms of this Agreement shall supersede and replace the terms of the Prior Agreement, and that the stockholder servicing fees payable to the Dealer Manager with respect to the Shares under this Agreement shall fully satisfy the Company’s obligations with respect to the payment of ongoing fees to the Dealer Manager under the Prior Agreement. For the avoidance of doubt, if such stockholder servicing fees do not cover the full amount of the Company’s obligations with respect to the payment of ongoing fees to the Dealer Manager under the Prior Agreement, then the Dealer Manager will not be entitled to any additional compensation in respect of any such fees payable to the Dealer Manager under the Prior Agreement. The Parties further understand and agree that any fees payable in arrears to Dealers by the Dealer Manager with respect to such sales of Class W shares, Class A shares and Class I shares sold prior to November 27, 2018 in excess of amounts paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred will be monitored and applied towards the FINRA Cap. 3.6 The Dealer Manager shall use and distribute, in conjunction with the offer and sale of any Shares, only the Prospectus and such sales literature and advertising as shall have been previously approved in writing by any Offering Participant as described in the ProspectusCompany. The Dealer Manager shall obtain from any Offering Participant and provide to acknowledges that the Company a detailed and itemized invoice expects to reimburse its advisor for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total full amount of all organization and offering expensescosts, as defined under without interest, in monthly installments, but the Statement of Policy Regarding Real Estate Investment Trusts aggregate amount reimbursed can never exceed 0.75% of the North American Securities Administrators Associationaggregate gross offering proceeds, Inc. (as amended from time to timeincluding shares issued in connection with the distribution reinvestment plan, but excluding selling commissions charged on Class T Shares and Class S Shares sold in the primary offering. If, during any period, the “NASAA Guidelines”)total unreimbursed amount of such organization and offering costs exceeds the reimbursement limit described above, and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants the excess will be eligible for reimbursement in subsequent periods up to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” limit, calculated on an accumulated basis, until reimbursed in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingfull. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance Dealers, all of its roles and responsibilities as agent and distributor set forth hereunderwhom shall be members of FINRA. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable Promptly after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, amended and restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D S Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D S Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D S Primary Shares giving rise to such selling commissions, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule Section 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, amended and restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class T, Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares Shares giving rise to a portion of such Servicing Fee to the extent the Participating Selected Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Selected Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares Shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer Dealer no longer satisfies any or all of the conditions in its applicable agreement Selected Dealer Agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealerDealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month quarter in which it Dealer is not eligible on the last day of the monthquarter; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month quarter for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are The Dealer is not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T shareT, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account share would exceed, in the aggregate, exceed 8.75% of the gross proceeds from the sale of such primary shares share (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T shareT, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T sharesT, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity entity, or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange assets, or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T sharesT, Class S shares and Class D shares of the Company’s common stock issued (publicly or privately) by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Selected Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant Dealer or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant Dealer or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants Dealers and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership BX REIT Advisors L.L.C. (the “AdviserAdvisor”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the AdviserAdvisor, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant Dealer as described in the Prospectus. The Dealer Manager shall obtain from any Offering Participant Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, defined under NASAA Guidelines (as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), in Section 4.a. below) and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, Dealers will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company (provided that, to the extent representations and warranties of the Company are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 4.1. The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Participating Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Participating Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement, and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the Treasury Department’s Office of foreign Assets Control regulations and programs administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Company, to provide an annual certification to the Company that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2. With respect to its participation and the participation by each Participating Dealer Manager’s participation in the distribution offer and sale of the Offered Shares in the Offering(including, including with respect to its engagement without limitation any resales and transfers of one or more Sub-Dealer ManagersOffered Shares), the Dealer Manager agrees agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, the Rules and RegulationsExchange Act, the Securities Exchange Act of 1934rules promulgated under each, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules of FINRA applicable to the OfferingRules, from time to time in effect, specifically including, without limitationbut not in any way limited to, current FINRA Rules 20402340 and 5140 and current NASD Rule 2420, 2111, 2310, 5110 and 5141therein. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statementagrees, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the each Participating Dealer Agreement entered into shall have agreed, to comply and shall comply with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee requirements with respect to sales of Class S its and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described each Participating Dealer’s participation in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all any resales or a portion transfers of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareOffered Shares. In addition, the Dealer Manager will cease receiving agrees, and each Participating Dealer shall have agreed, that should it or they assist with the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur resale or transfer of the following: (i) a listing of Class I sharesOffered Shares, (ii) the merger it and each Participating Dealer will fully comply with all applicable FINRA or consolidation of the Company with Commission Rules or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offeringapplicable Federal or state laws. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus4.3. The Dealer Manager shall obtain from any Offering Participant cause the Offered Shares to be offered and provide to sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the account of the Company a detailed in any other states. The Dealer Manager shall use and itemized invoice for distribute in conjunction with the offer and sale of any such due diligence expensesOffered Shares only the Prospectus and the Authorized Sales Materials. Notwithstanding anything contained herein The Authorized Sales Materials may only be furnished to the contrary, no payments prospective investors if accompanied or reimbursements made preceded by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesProspectus, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.Section 1.1

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by (i) any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing and other properly licensed financial intermediaries, pursuant to an executed Selected Dealer Agreement with such Selected Dealer and (ii) any RIA that the performance of its roles and responsibilities as agent and distributor set forth hereunderDealer Manager may retain pursuant to an executed Selected Investment Adviser’s Agreement with such RIA. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth conditions. The Dealer Manager represents to the Corporation that (i) it is a member of FINRA in good standing, (ii) it and its employees and representatives are properly registered and licensed as required by any applicable law, rule, or regulation to act under this Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Corporation, to provide an annual certification to the Corporation that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2 With respect to its participation and the participation by each Selected Dealer in the Prospectus offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Selected Dealer Agreement, each Selected Dealer shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to NASD Rule 2340, FINRA Rule 2310 (including the obligations with respect to each Offering disclosure of certain information relating to liquidity and any additional terms or conditions specified in Schedule 2 marketability of prior programs pursuant to this AgreementFINRA Rules 2310(b)(3)(D)) and 5141, and NASD Rule 2420 therein (each, as it may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Offered Shares. The Dealer Manager represents agrees, and each Selected Dealer shall have agreed, to the Company that it is a member in good standing of FINRA comply and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including shall comply with any applicable requirements with respect to its engagement of one and each Selected Dealer’s participation in any resales or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements transfers of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Offered Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager agrees, and each Selected Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Selected Dealer will cease receiving fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Servicing Fee on Class T sharesOffered Shares to be offered and sold only in the Qualified Jurisdictions, Class S shares and Class D shares in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the account of the Corporation in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Corporation that it will not use any sales literature not authorized and approved by the Corporation or use any “broker-dealer use only” or “advisor use only” materials with members of the public in connection with an offers or sales or the Offered Shares. The Dealer Manager agrees, and will cause the Selected Dealers to each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Corporation at any time and to resume offering and sale of the Offered Shares upon subsequent request of the Corporation. 4.4 In consideration for the services rendered by the Dealer Manager, the Corporation agrees that it will pay to the Dealer Manager: (a) except as described in the Prospectus, upfront selling commissions (the “Upfront Selling Commissions”) applicable to the total public offering price of Offered Shares of up to 5.2% and 2.2%, respectively, of the gross proceeds received from the sale of Class A and Class T Offered Shares accepted and confirmed by the Corporation. For these purposes, a “sale of Offered Shares” shall occur following the release from escrow of the Minimum Offering (i.e.proceeds, and, if and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents, and the Registration Statement for such Offering) upon Corporation has thereafter distributed the earlier Upfront Selling Commission to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources Dealer Manager in connection with such Offering, including selling commissions, dealer manager fees, transaction. No Upfront Selling Commissions will be paid to the Servicing Fee and other underwriting compensation, is equal to ten percent Dealer Manager on sales of Class D or Class I Offered Shares; (10%b) an annual distribution fee (the “Distribution Fee”) of up to 0.80%, 0.50%, and 1.40%, of the gross proceeds from Primary Shares sold in such Offeringestimated value of the Class A, Class D and Class T Offered Shares, respectively, as determined in good faith accordance with applicable FINRA Rules and subject to the annual approval of the Corporation’s board of directors and its acknowledgment of compliance with the terms of any distribution plan required to be adopted by it. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion. For purposes of this Agreement, the may reallow a portion of the Servicing Distribution Fee accruing with respect to publicly registered the Class T shares, Class S shares Offered Shares to the Selected Dealer. The applicable Distribution Fee will accrue daily and Class D shares of will be payable to the Company’s common stock issued by Dealer Manager on a monthly basis and in accordance with the Company during the term of a particular Offering, offering terms and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be conditions as set forth in the Participating Prospectus. No Distribution Fee will be payable for any Offered Shares issued under the Corporation’s distribution reinvestment plan (the “DRP”). All Distribution Fees payable with respect to the sales of Class A, Class D, or Class T Offered Shares will cease in accordance with the offering terms and conditions as set forth in the Prospectus. No Distribution Fee will be payable with respect to sales of Class I Offered Shares; and (c) As set forth in the Prospectus, the Class A, Class D and Class T Offered Shares will automatically convert to Class I shares subject to and upon the satisfaction of certain conditions as described in the Prospectus. 4.5 The Dealer AgreementManager represents and warrants to the Corporation that, any agreement to the extent required by a Selected Dealer Agreement with a Selected RIADealer, Dealer Manager or it affiliates will pay such Selected Institution Agreement or Servicing Agreement entered into Dealer: (a) additional selling commissions (the “Additional Selling Commissions,” and together with the Offering Participants or Servicing DealersUpfront Selling Commissions, the “Selling Commissions”) of up to 1.3% of gross proceeds received from the sale of each of Class A and Class T Offered Shares; and (b) a dealer manager concession (the “Dealer Manager Concession”) at the time of such sale of up to 1.25% of gross proceeds received from the sale of each of Class A, Class D and Class T Offered Shares. No Dealer Manager Concession will be payable to Selected Dealer with respect to Offered Shares sold to any “benefit plan investor” as applicable. that term is defined in ERISA § 3(42), 29 U.S.C. § 1003(42). 4.6 The Company Corporation will not be liable or responsible to any Offering Participant or Servicing Selected Dealer for direct payment of commissionsSelling Commissions, or any reallowance of dealer manager fees Dealer Manager Concessions or the Servicing Fee Distribution Fees to such Offering Participant or Servicing Selected Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance all such of dealer manager fees Selling Commissions, Dealer Manager Concessions or the Servicing Fee Distribution Fees to Offering Participants and Servicing Selected Dealers. Notwithstanding the foregoing, at the discretion of the Companyabove, the Company Corporation, in its sole discretion, either directly or through the Escrow Agent or such other agent appointed by it, may act as agent of the Dealer Manager by making direct payment of commissionsSelling Commissions, dealer manager fees Dealer Manager Concessions or Servicing the Distribution Fees to Offering Participants or Servicing such Selected Dealers on behalf of without incurring any liability therefor. The Selling Commissions, Dealer Manager Concessions and the Distribution Fees payable to the Dealer Manager without incurring with respect to any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they Offered Shares sold will be paid or offered promptly following the acceptance of subscribers for such Offered Shares as stockholders by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRACorporation. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 4.7 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company Corporation, the Adviser and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Corporation by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. k. 4.8 The Dealer Manager Parties represents and all Offering Participants, warrants to the Corporation and all other broker-dealers effecting transactions the Adviser that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Corporation, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Corporation, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said Escrow Agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. 3.1 The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA FINRA; (ii) it will at all times maintain and that employ an adequate number of administrative personnel (who shall be acceptable to the Company) to fulfill its obligations under this agreement and any supplemental or successor agreement and shall be solely responsible for the compensation of such personnel; (iii) it will be responsible for payment of such other costs incurred by it in connection with the Offering as shall be agreed between the Company and the Dealer Manager, which costs shall not exceed the amounts received by the Dealer Manager as a dealer manager fee (discussed below); (iv) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect ; and (v) it has established and implemented anti-money laundering compliance programs (“AML Program”) in accordance with applicable law, including applicable FINRA rules, SEC rules and the USA PATRIOT Act of 2001 (“AML Program”), reasonably expected to detect and cause the Dealer Manager’s participation reporting of suspicious transactions in connection with the distribution sale of Shares of the Shares in Company; however, the Offering, including Company shall not rely on the AML Program of Dealer Manager with respect to its engagement customers of one or more Sub-Dealer ManagersDealers who acquire Shares, but will rely on the Dealer Manager agrees to comply in all material respects with the applicable requirements AML Program of each of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interestrespective Dealers. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statementthis agreement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise 3.3 Except as provided in this Agreement and under the caption “Plan of Distribution” in Section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Sharesup to 7.0% of the gross offering proceeds before re-allowance to participating broker-dealers. Pursuant to the Soliciting Dealer Agreements, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company re-allow 100% of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the its selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the participating broker-dealer of record/custodian dealers. As compensation for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among services rendered by the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when Company will also pay the Dealer Manager is notified that the Dealer who sold the Class Ta dealer manager fee of up to 2.5% of gross offering proceeds, Class S or Class D shares giving rise before re-allowance to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the participating broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (includingdealers, but not limited toless than $6,000 per month after said re-allowances. Pursuant to separately negotiated agreements, a reregistration due Dealer Manager will pay to a sale or a transfer or a change in persons affiliated with the form of ownership of the account), then the Company and/or its affiliates who are registered representatives and independent contractors with Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated Manager (the “Servicing DealerWholesalers”), commissions of up to 1.5% of gross offering proceeds and re-allow to the extent such Servicing Dealer has entered into Dealers, a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance marketing fee and the Servicing Dealer is in compliance with the terms due diligence expense reimbursement of such agreement related up to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.751.0% of the gross offering proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources will not exceed the maximum permitted under the FINRA and NASAA REIT Guidelines to broker-dealers participating in connection with such Offeringthe offering. Notwithstanding the foregoing, including selling no commissions, dealer manager fees, payments or amount whatsoever will be paid to the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of Dealer Manager under this Section 3.3 unless or until the gross proceeds from Primary of the Shares sold are received in such good funds by the Company. To the extent Dealer Manager instructs the transfer agent for the Company (the “Transfer Agent”) to re-allow and pay the Dealers directly out of the proceeds the REIT Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer of the Dealers for direct payment of commissions, commissions to such Dealers. No sales commission or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they fee will be paid by the Company or the Adviser, as applicable, and with respect to Shares sold pursuant to the extent permitted pursuant to prevailing Company’s dividend reinvestment plan and/or purchases of Shares made directly by clients of investment advisers. Total underwriting compensation, including sales commissions, the dealer manager fee and underwriter expense reimbursement may not exceed the maximum amount allowed under the rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from use and distribute in conjunction with the offer and sale of any Offering Participant Shares through Dealers only the Prospectus and provide such sales literature and advertising as shall have been previously approved in writing by the Company. 3.5 The Dealer Manager, through the Dealers, shall cause Shares to the Company a detailed be offered and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made sold only in those jurisdictions specified in writing by the Company with respect to a particular Offering hereunder for whose account Shares are then offered for sale, and such list of jurisdictions shall cause total organization be updated by the Company as additional states are added. The Company shall specify only such jurisdictions in which the offering and offering expenses, as defined under sale of its Shares has been authorized by appropriate state regulatory authorities. No Shares shall be offered or sold for the Statement of Policy Regarding Real Estate Investment Trusts account of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany in any other states. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Adviser (provided that, to the extent representations and warranties of the Company and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 4.1. The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Participating Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Participating Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the Treasury Department’s Office of foreign Assets Control regulations and programs administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Company, to provide an annual certification to the Company that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2. With respect to its participation and the participation by each Participating Dealer Manager’s participation in the distribution offer and sale of the Offered Shares in the Offering(including, including with respect to its engagement without limitation any resales and transfers of one or more Sub-Dealer ManagersOffered Shares), the Dealer Manager agrees agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, the Rules and RegulationsExchange Act, the Securities Exchange Act of 1934rules promulgated under each, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules of FINRA applicable to the OfferingRules, from time to time in effect, specifically including, without limitationbut not in any way limited to, current FINRA Rules 20402340 and 5140 and current NASD Rule 2420, 2111, 2310, 5110 and 5141therein. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statementagrees, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the each Participating Dealer Agreement entered into shall have agreed, to comply and shall comply with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee requirements with respect to sales of Class S its and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described each Participating Dealer’s participation in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all any resales or a portion transfers of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareOffered Shares. In addition, the Dealer Manager will cease receiving agrees, and each Participating Dealer shall have agreed, that should it or they assist with the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur resale or transfer of the following: (i) a listing of Class I sharesOffered Shares, (ii) the merger it and each Participating Dealer will fully comply with all applicable FINRA or consolidation of the Company with Commission Rules or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offeringapplicable Federal or state laws. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus4.3. The Dealer Manager shall obtain from any Offering Participant cause the Offered Shares to be offered and provide to sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the account of the Company a detailed in any other states. The Dealer Manager shall use and itemized invoice for distribute in conjunction with the offer and sale of any such due diligence expensesOffered Shares only the Prospectus and the Authorized Sales Materials. Notwithstanding anything contained herein The Authorized Sales Materials may only be furnished to the contrary, no payments prospective investors if accompanied or reimbursements made preceded by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesProspectus, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.Section 1.1

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Selected Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Selected Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company Corporation that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the Dealer Manager’s participation in USA Patriot Improvement and Reauthorization Act of 2005 (the distribution “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the Shares International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the Offering, including with respect to its engagement offering and sale of one or more Sub-Dealer Managersthe Offered Shares. In addition, the Dealer Manager agrees represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Corporation, to provide an annual certification to the Corporation that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2 With respect to its participation and the participation by each Selected Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Selected Dealer Agreement, each Selected Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, the Rules and RegulationsExchange Act, the Securities Exchange Act of 1934rules promulgated under each, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules of FINRA applicable to the OfferingRules, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340, 2111, 2310, 5110 2310 (including the obligations with respect to disclosure of certain information relating to liquidity and marketability of prior programs pursuant to FINRA Rules 2310(b)(3)(D)) and 5141, and NASD Rule 2420 therein. The Dealer Manager will not make agrees, and each Selected Dealer shall have agreed, to comply and shall comply with any recommendations applicable requirements with respect to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date its and each Selected Dealer’s participation in any resales or transfers of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such OfferingOffered Shares. In addition, the Dealer Manager Parties agrees, and each Selected Dealer shall have agreed, that should it or they assist with the Offering Participants shall commence the offering resale or transfer of the Offered Shares, it and each Selected Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Offering for cash to the public Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares are registered has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or qualified sold for sale or the account of the Corporation in which such offering is otherwise permittedany other jurisdictions. The Dealer Manager Parties shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Offering Participants Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Corporation that it will immediately not use any sales literature not authorized and approved by the Corporation or use any “broker-dealer use only” materials with members of the public in connection with offers or sales or the Offered Shares. The Dealer Manager agrees, and will cause the Selected Dealers to each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Company Corporation at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the CompanyCorporation. c. Subject 4.4 In consideration for the services rendered by the Dealer Manager, the Corporation agrees that it will pay to the Dealer Manager: (a) a dealer manager fee in the amount of 3.0% of the gross proceeds from the sale of the Offered Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Selected Dealers (as described more fully in the Selected Dealer Agreement entered into with such Selected Dealer), up to an aggregate maximum of 1.5% of the gross proceeds of the Offered Shares sold, which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Selected Dealer, the assistance of such Selected Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to selected broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Offered Shares by an officer, director or employee of the Corporation, the Adviser or their respective affiliates; and (b) subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, selling commissions in the amount of 7.0% of the gross proceeds of the Offered Shares sold, which commissions may be amended, restated reallowed in whole or supplemented from time to time, subject in part to the limitations set forth in Section 3.f. below, the Company will pay to the Selected Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares Offered Shares giving rise to a portion of such Servicing Fee to commissions, as described more fully in the extent the Participating Selected Dealer Agreement entered into with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceDealer; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations commissions described in this Section 3.e unless expressly agreed to clause (b) shall be payable in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% purchase of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the followingOffered Shares: (i) through an investment advisory representative affiliated with a listing of Class I shares, Selected Dealer who is paid on a fee-for-service basis by the investor; (ii) the merger by a Selected Dealer (or consolidation such Selected Dealer’s registered representative), in its individual capacity, or by a retirement plan of the Company with such Selected Dealer (or into another entity or the sale or other disposition of all or substantially all of the Companysuch Selected Dealer’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange registered representative), or (iii) by an officer, director or employee of the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager feesCorporation, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other OfferingAdviser or their respective affiliates. g. 4.5 The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company Corporation will not be liable or responsible to any Offering Participant or Servicing Selected Dealer for direct payment of commissions, or any reallowance of dealer manager fees commissions or the Servicing Dealer Manager Fee to such Offering Participant or Servicing Selected Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to Offering Participants and Servicing Selected Dealers. Notwithstanding the foregoing, at the discretion of the Companyabove, the Company Corporation, in its sole discretion, either directly or through the Escrow Agent or such other agent appointed by it, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees commissions or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager Fee to such Selected Dealers without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusliability therefor. The Dealer Manager shall obtain from any Offering Participant Fee and provide all selling commissions payable to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company Dealer Manager with respect to a particular Offering hereunder shall cause total organization and offering expenses, any Offered Shares sold will be paid or offered substantially concurrently with the acceptance of subscribers for such Offered Shares as defined under stockholders by the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCorporation. j. 4.6 The Dealer Manager Parties represents and warrants to the Company Corporation, the Adviser and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Corporation by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 4.7 The Dealer Manager Parties represents and all Offering Participants, warrants to the Corporation and all other broker-dealers effecting transactions the Adviser that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Corporation, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Corporation, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said Escrow Agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Operating Partnership (provided that, to the extent representations and warranties are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 5.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Follow-On Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Follow-On Offering Period”) to solicit and to cause Participating Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Subuse its best efforts to procure subscribers for the Offered Shares during the Follow-On Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Participating Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Participating Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Primary Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this AgreementAgreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules, (ii) it has continued to implement its AML Program, and (iii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act. 5.2 With respect to its participation and the participation by each Participating Dealer Manager’s participation in the distribution offer and sale of the Offered Shares in the Offering(including, including with respect to its engagement without limitation any resales and transfers of one or more Sub-Dealer ManagersOffered Shares), the Dealer Manager agrees agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, Act and the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules Rules of FINRA applicable to the OfferingFINRA, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340, 21112420, 23102730, 5110 2740, and 51412750 therein. The Dealer Manager will not make agrees, and each Participating Dealer shall have agreed, to comply and shall comply with any recommendations applicable requirements with respect to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date its and each Participating Dealer’s participation in any resales or transfers of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such OfferingOffered Shares. In addition, the Dealer Manager Parties agrees, and each Participating Dealer shall have agreed, that should it or they assist with the Offering Participants shall commence the offering resale or transfer of the Offered Shares, it and each Participating Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 5.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Offering for cash to the public Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares are registered has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or qualified sold for sale or the account of the Company in which such offering is otherwise permittedany other states. The Dealer Manager Parties shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Offering Participants Authorized Sales Materials. The Dealer Manager represents and warrants to the Company that it will immediately not use any sales literature not authorized and approved by the Company or use any “broker-dealer use only” materials with members of the public in connection with offers or sales or the Offered Shares. The Dealer Manager agrees, and the Participating Dealers will each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Company at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the Company. c. Subject 5.4 In consideration for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager: (a) a dealer manager fee in the amount of 3.5% of the gross proceeds from the sale of the Primary Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Follow-On Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Primary Shares by an officer, director or employee of the Company, the Advisor or their respective affiliates; and (b) subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S 6.0% of the gross proceeds of the Primary Shares and Class D Primary Sharessold, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling which commissions may be reallowed by the Dealer Manager in whole or in part to the Dealers Participating Dealer who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceDealer; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations commissions described in this Section 3.e unless expressly agreed to clause (b) shall be payable in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% purchase of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the followingPrimary Shares: (i) through an investment advisory representative affiliated with a listing of Class I shares, Participating Dealer who is paid on a fee-for-service basis by the investor; (ii) the merger by a Participating Dealer (or consolidation such Participating Dealer’s registered representative), in its individual capacity, or by a retirement plan of the Company with such Participating Dealer (or into another entity or the sale or other disposition of all or substantially all of the Companysuch Participating Dealer’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange registered representative), or (iii) by an officer, director or employee of the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager feesCompany, the Servicing Fee and other underwriting compensation, is equal Advisor or their respective affiliates. The Company will not pay to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager any Dealer Manager Fee or selling commissions in its sole discretion. For purposes of this Agreement, the portion respect of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares purchase of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other OfferingDRIP Shares. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. 5.5 The Company will not be liable or responsible to any Offering Participant or Servicing Participating Dealer for direct payment of commissions, or any reallowance of dealer manager fees commissions or the Servicing Dealer Manager Fee to such Offering Participant or Servicing Participating Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to Offering Participants and Servicing Participating Dealers. Notwithstanding the foregoingabove, at the discretion of the Company, in its sole discretion, either directly or through the Company Escrow Agent, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees commissions or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager Fee to such Participating Dealers without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusliability therefor. The Dealer Manager shall obtain from any Offering Participant Fee and provide all selling commissions payable to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company Dealer Manager with respect to a particular Offering hereunder shall cause total organization and offering expenses, any Offered Shares sold will be paid or offered substantially concurrently with the acceptance of subscribers for such Offered Shares as defined under stockholders by the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany. j. 5.6 The Dealer Manager Parties represents and warrants to the Company Company, the Operating Partnership and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 5.7 The Dealer Manager Parties represents and all Offering Participants, warrants to the Company and all other broker-dealers effecting transactions the Operating Partnership that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Company, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Company, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said escrow agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through Dealers, all of whom shall be members of the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderFinancial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject , and Rule 2420 of the Dealer Manager to compliance with Regulation Best InterestNASD Conduct Rules (or such rule’s successor FINRA Rule). b. As soon as practicable Promptly after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in of the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and substantially all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f3.g. below, the Company will pay to the Dealer Manager a stockholder servicing distribution fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Distribution Fee”). The Company will pay the Servicing Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Distribution Fee to (a) any Dealers who sold the Class T, Class S or Class D shares Shares giving rise to a portion of such Servicing Distribution Fee to the extent the Participating Selected Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares Shares giving rise to a portion of the Servicing Distribution Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing FeeShares, then such Dealer or servicing dealerDealer’s entitlement to the Servicing Fees portion of the Distribution Fee related to such Class T, Class S and/or Class D shares, as applicable, Shares shall cease, and beginning on such Dealer or servicing dealer shall not receive the Servicing Fee for any date, such portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees Distribution Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, Shares if any such broker-dealer of record has been designated (the “Servicing Dealer”), ) to the extent such Servicing Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), ) and such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Distribution Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional “Additional Servicing Dealers”) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, all in accordance with the terms of such Servicing Agreement. e. Subject to the limitations set forth in Section 3.g. below, the Company will pay to the Dealer Manager the dealer manager fee as set forth in Schedule 2 to this Agreement (the “Dealer Manager Fee”). The Company will pay the Dealer Manager Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow a portion of the Dealer Manager Fee to Dealers who sold Shares giving rise to a portion of such Dealer Manager Fee to the extent the Selected Dealer Agreement with such Dealer provides for such a reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Shares giving rise to a portion of the Dealer Manager Fee is no longer the broker-dealer of record with respect to such Shares, then such Dealer’s entitlement to portion of the Dealer Manager Fee related to such Shares shall cease, and beginning on such date, such Dealer Manager Fee may be reallowed to the then-current Servicing Dealer, if any, to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or Servicing Agreement with the Dealer Manager and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance. The Dealer Manager may also reallow some or all of the Dealer Manager Fee to Additional Servicing Dealers pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance, all in accordance with the terms of such Servicing Agreement. f. Subject to the limitations set forth in Section 3.g. below, the Company may pay to the Dealer Manager a primary dealer fee with respect to certain sales of Shares as set forth in Schedule 2 to this Agreement. The Dealer Manager may reallow a portion of the primary dealer fee to the Dealers involved in such sales based on the portion of the gross proceeds raised from their customers. The primary dealer fee will be considered underwriting compensation (as defined in accordance with, and subject to the underwriting compensation limits of, applicable FINRA rules). Any primary dealer fee payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of the applicable orders submitted by purchasers of Shares giving rise to the primary dealer fee. The terms of the reallowance to the Dealers will be set forth in the Selected Dealer Agreements entered into with the Dealers. The Company will not be liable or responsible to the Dealers for direct payment of any primary dealer fee, it being the sole and exclusive responsibility of the Dealer Manager for reallowance of the primary dealer fee to the Dealers. For the avoidance of doubt, (i) no primary dealer fee will be due from the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services Company with respect to issuer direct sales made to the Shares Company’s executive officers and directors and their immediate family members, as well as officers and employees of Dividend Capital Total Advisors LLC (iithe “Advisor”) and the Company agrees that it will not deem Advisor’s product specialists or other affiliates of the Dealer Manager to be Advisor and their immediate family members, the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing Company’s product specialists and their affiliates and, if approved by the Dealer ManagerCompany’s board of directors, joint venture partners, consultants and other service providers. f. g. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Distribution Fee on Class T shares, Class S shares and Class D shares in connection Dealer Manager Fee with respect to an Offering (i.e., pursuant to the Registration Statement for such Offering) upon when the earlier to occur aggregate selling commissions, Distribution Fee, Dealer Manager Fee and all other forms of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources (as defined in accordance with applicable FINRA rules) paid in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) Offering equals 10.0% of the gross proceeds raised from the sale of Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Dealer Manager Fee and the Distribution Fee accruing with respect to publicly registered Class T sharesA, Class S shares W and Class D I shares of the Company’s common stock issued (publicly or privately) by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. In addition, the Dealer Manager will cease receiving the Distribution Fee and Dealer Manager Fee with respect to any shares of the Company’s common stock on the earlier to occur of the following: (i) a listing of the class of such shares on a national securities exchange or (ii) such shares no longer being outstanding, for example (without limitation), upon their redemption or other repurchase by the Company, upon the dissolution of the Company, or upon a merger or other extraordinary transaction in which the Company is a party and in which the shares are exchanged for cash or other securities. g. h. The terms of any reallowance of selling commissions, Distribution Fee, Dealer Manager Fee and primary dealer manager fees and the Servicing Fee shall be set forth in the Participating Selected Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant Dealer or Servicing Dealer for direct payment of commissions, commissions or any reallowance of the Dealer Manager Fee, Distribution Fee or primary dealer manager fees or the Servicing Fee fee to such Offering Participant Dealer or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of the Dealer Manager Fee, Distribution Fee and primary dealer manager fees or the Servicing Fee to Offering Participants Dealers and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. i. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties or the Advisor for all items of underwriting compensation referenced certain costs and expenses incurred by such entities incident to the Offering as provided in the ProspectusProspectus (which may be amended and supplemented from time to time), to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, or educational conferences sponsored by the Company; (c) customary promotional items; and (d) legal fees of the Dealer Manager; provided, however, that, the aggregate of all underwriting compensation paid in connection with the Offering may not exceed 10.0% of the gross proceeds from the sale of the Primary Shares in such Offering, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.j. i. j. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA3.i, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the ProspectusDealer. The Dealer Manager shall obtain from any Offering Participant Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein . k. The Dealer Manager may elect to the contrary, no payments or reimbursements made by the Company pay supplemental fees and commissions to certain Dealers and Servicing Dealers with respect to a particular Offering hereunder shall cause total organization and offering expensesClass I Primary Shares, as defined under which may be paid at the Statement time of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to sale or over time, provided, however, that the “NASAA Guidelines”), parties acknowledge and FINRA rules, agree that (a) such supplemental fees and commissions will be considered underwriting compensation subject to exceed 15the 10% of gross proceeds from underwriting compensation limit and (b) such Offeringsupplemental fees and commissions will not be reimbursed by the Company. j. l. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. m. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, Dealers will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Selected Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Selected Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company Corporation that (i) it is a member of FINRA in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.standing,

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Operating Partnership (provided that, to the extent representations and warranties are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 4.1 Subject to the terms described in Section 15 below, the Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Participating Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Participating Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Primary Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this AgreementAgreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules, (ii) it has continued to implement its AML Program, and (iii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act. 4.2 With respect to its participation and the participation by each Participating Dealer Manager’s participation in the distribution offer and sale of the Offered Shares in the Offering(including, including with respect to its engagement without limitation any resales and transfers of one or more Sub-Dealer ManagersOffered Shares), the Dealer Manager agrees agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, Act and the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules Rules of FINRA applicable to the OfferingFINRA, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340, 21112420, 23102730, 5110 2740, and 51412750 therein. The Dealer Manager will not make agrees, and each Participating Dealer shall have agreed, to comply and shall comply with any recommendations applicable requirements with respect to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date its and each Participating Dealer’s participation in any resales or transfers of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such OfferingOffered Shares. In addition, the Dealer Manager Parties agrees, and each Participating Dealer shall have agreed, that should it or they assist with the Offering Participants shall commence the offering resale or transfer of the Offered Shares, it and each Participating Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Offering for cash to the public Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares are registered has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or qualified sold for sale or the account of the Company in which such offering is otherwise permittedany other states. The Dealer Manager Parties shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Offering Participants Authorized Sales Materials. The Dealer Manager represents and warrants to the Company that it will immediately not use any sales literature not authorized and approved by the Company or use any “broker-dealer use only” materials with members of the public in connection with offers or sales or the Offered Shares. The Dealer Manager agrees, and the Participating Dealers will each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Company at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the Company. c. Subject 4.4 In consideration for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager: (a) a dealer manager fee in the amount of 2.5% of the gross proceeds from the sale of the Primary Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Shares by an officer, director or employee of the Company, the Advisor or their respective affiliates; and (b) subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S 7.0% of the gross proceeds of the Primary Shares and Class D Primary Sharessold, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling which commissions may be reallowed by the Dealer Manager in whole or in part to the Dealers Participating Dealer who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Offered Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceDealer; provided, however, that upon no commissions described in this clause (b) shall be payable in respect of the date when purchase of Shares: (i) through an investment advisory representative affiliated with a Participating Dealer who is paid on a fee-for-service basis by the investor; (ii) by a Participating Dealer (or such Participating Dealer’s registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or such Participating Dealer’s registered representative), or (iii) by an officer, director or employee of the Company, the Advisor or their respective affiliates. The Company will not pay to the Dealer Manager is notified that any Dealer Manager Fee or selling commissions in respect of the purchase of any DRIP Shares. 4.5 Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer who sold Manager under Section 4.4 unless or until $2,000,000 has been raised from the Class T, Class S or Class D shares giving rise to a portion sale of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Primary Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated Offering (the “Servicing DealerMinimum Offering”). Until the Minimum Offering is obtained, investments will be held in escrow. If the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, investors in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer ManagerProspectus. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. 4.6 The Company will not be liable or responsible to any Offering Participant or Servicing Participating Dealer for direct payment of commissions, commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to such Offering Participant or Servicing Participating Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to Offering Participants and Servicing Participating Dealers. Notwithstanding the foregoingabove, at the discretion of the Company, in its sole discretion, either directly or through the Company Escrow Agent, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees commissions or Servicing Fees to Offering Participants or Servicing Dealers on behalf reallowance of the Dealer Manager Fee to such Participating Dealers without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusliability therefor. The Dealer Manager shall obtain from any Offering Participant Fee and provide all selling commissions payable to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company Dealer Manager with respect to a particular Offering hereunder shall cause total organization and offering expenses, any Offered Shares sold will be paid or offered substantially concurrently with the acceptance of subscribers for such Offered Shares as defined under stockholders by the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany. j. 4.7 The Dealer Manager Parties represents and warrants to the Company Company, the Operating Partnership and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 4.8 The Dealer Manager Parties represents and all Offering Participants, warrants to the Company and all other broker-dealers effecting transactions the Operating Partnership that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Company, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Company, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said escrow agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Fund (provided that, to the extent representations and warranties of the Fund are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 5.1 The Dealer Manager Agrees that the Fund hereby appoints the Dealer Manager as its agent and principal distributor to solicit and to cause Participating Broker-Dealers to solicit subscriptions for the purpose of selling for cash Offered Shares at the subscription price to be paid in accordance with, and otherwise upon the public up to the maximum amount of Shares other terms and conditions set forth in the Prospectus (subject to the Company’s right of reallocationin, as described in the Prospectus) primarily through , Participating Broker-Dealer Agreement and the Offering Participants. The Company hereby expressly authorizes Investor Application, and the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell procure subscribers for the Offered Shares. It is expressly understood between the Dealer Manager and the Fund that the Adviser and Dealer Manager may cooperate with respect to the offering and sale of the Offered Shares primarily through with other broker dealers who are registered as broker dealers with the Offering Participants SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct offers and sales of the Offered Shares, or with broker dealers exempt from all such registration requirements. Such other participating broker dealers may be retained by the Dealer Manager as brokers on said terms and conditions set forth identical or similar to this Agreement and shall receive such rates of compensation as are agreed to between the Dealer Manager and the respective other participating broker dealers and as are in accordance with the Prospectus terms of the Registration Statement. 5.2 The Dealer Manager agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with respect such solicitation. The Dealer Manager shall review and file such materials with FINRA, state regulators or other regulatory agencies to each Offering the extent required by the rules of FINRA or such applicable states or regulatory agencies, respectively. This shall not prevent the Dealer Manager from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Dealer Manager will act only on its own behalf as principal should it choose to enter into selling agreements with Participating Broker-Dealers. 5.3 The Dealer Manager represents to the Fund that (i) it is a member of FINRA in good standing, (ii) it and its employees and representatives are properly registered and licensed as required by any additional terms applicable law, rule, or conditions specified in Schedule 2 regulation to act under this Agreement, and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Fund, to provide an annual certification to the Fund that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 5.4 With respect to its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to FINRA Rules 2040, 2231, 5110 and 5141 therein (each, as may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Offered Shares. The Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Participating Broker-Dealer’s participation in any resales or transfers of the Offered Shares. Such compliance includes submitting initial filings and all subsequent responses required through FINRA’s Public Offering System on behalf of the Fund. In addition, the Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Participating Broker-Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 5.5 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. The Dealer Manager shall ensure that no Offered Shares are offered or sold for the account of the Fund in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Company Fund that it is a member in good standing of FINRA will not use any sales literature not authorized and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to approved by the Dealer Manager’s participation in the distribution Fund or use any “broker-dealer use only” or “advisor use only” materials with members of the Shares public in connection with offers or sales or the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Offered Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager agrees, and will not make any recommendations cause the Participating Broker-Dealers to retail investors that would subject the Dealer Manager each agree, to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering and sale of the Offered Shares upon request of the Company Fund at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the CompanyFund. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under 5.6 In consideration for the caption “Plan of Distribution” in services rendered by the Prospectus, which may be amended, restated or supplemented from time to timeDealer Manager, the Company Fund agrees that it will pay to the Dealer Manager selling commissions the compensation set forth in connection Exhibit B with sales respect to a sale of Class T Primary Shares, Class S Primary Offered Shares and Class D Primary Shares, as described in Schedule 2 to this by a Participating Broker-Dealer through a Participating Broker-Dealer Agreement. The applicable selling commissions payable to In accordance with the Participating Broker-Dealer Agreement, the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee distribution and/or service fees, upfront selling commissions (the “Up-Front Selling Commissions”) and dealer manager fees (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) to (a) any Dealers who sold Participating Broker-Dealers. For these purposes, a “sale of Offered Shares” shall occur following the Class Trelease from escrow of the Offering proceeds, Class S or Class D shares giving rise and, if and only if, a transaction has closed with securities purchased pursuant to a portion all applicable offering and subscription documents, and the Fund has thereafter distributed the Selling Commission to the Dealer Manager in connection with such transaction. See Schedule 1 of such Servicing Fee the Participating Broker-Dealer Agreement for further details regarding the Selling Commissions. Any amounts of Selling Commissions not reallowed to the extent provided in the Participating Broker-Dealer Agreement shall be retained by the Dealer Manager. The Dealer Manager is responsible for making reallowance payments to Participating Broker-Dealers. The Fund may sell shares directly in its sole discretion and no compensation shall be payable or owing to the Dealer Manager in connection with such direct sales. In connection with purchases of shares pursuant to our distribution reinvestment plan or direct sales as described in the Plan of Distribution, the Up-Front Selling Commissions and Dealer provides for such a reallowance Manager Fees will not be paid. 5.7 The Dealer Manager represents and such Dealer is in compliance with warrants to the terms of such Participating Dealer Agreement related to such reallowanceFund that, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent required by a Participating Broker-Dealer Agreement, Dealer Manager or its affiliates will compensate such Participating Broker-Dealer in accordance with the agreement between Fund’s Prospectus and the applicable Participating Broker-Dealer Agreement. 5.8 The Fund shall pay the Dealer Manager, or among through the Dealer Manager, the brokerParticipating Broker-dealer of record/custodian and/or Dealers, for due diligence or review fees charged in connection with conducting due diligence required to carry out responsibilities under this Dealer Manager Agreement or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceParticipating Broker-Dealer Agreement; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, fees are reasonable and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books documented and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term in advance of a particular Offering, incurring such costs and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicableexpenses. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) Fund shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties Participating Broker-Dealers for reasonable bona fide out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer; provided, that such fees are reasonable and documented and agreed to by the Company. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Offering Participant as described Participating Broker-Dealer and their personnel when visiting the Fund’s offices to verify information relating to the Fund or Offered Shares. The Fund shall also reimburse the Dealer Manager for filing fees in connection with FINRA filings made on behalf of the ProspectusFund. The Dealer Manager or any Participating Broker-Dealer shall obtain from any Offering Participant and provide to the Company Fund a detailed and itemized invoice for any such due diligence or filing expenses. Notwithstanding anything contained herein . 5.9 In no event shall the total aggregate underwriting compensation payable to the contraryDealer Manager and any Participating Broker-Dealer participating in the Offering, no payments or reimbursements made including, but not limited to, Dealer Manager Fee and the Selling Commissions, exceed such amount permitted by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesFINRA Rule 5110, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Associationamended, Inc. (as amended modified or supplemented from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. 5.10 The Dealer Manager Parties represents and warrants to the Company Fund and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Fund by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. k. 5.11 The Dealer Manager Parties and shall provide to the Fund timely copies of all correspondence with FINRA (through FINRA’s Public Offering ParticipantsSystem, and all email or other broker-dealers effecting transactions in the Shares forms of communication) on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the ProspectusFund.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by (i) any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing and other properly licensed financial intermediaries, pursuant to an executed Selected Dealer Agreement with such Selected Dealer and (ii) any RIA that the performance of its roles and responsibilities as agent and distributor set forth hereunderDealer Manager may retain pursuant to an executed Selected Investment Adviser’s Agreement with such RIA. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth conditions. The Dealer Manager represents to the Corporation that (i) it is a member of FINRA in good standing, (ii) it and its employees and representatives are properly registered and licensed as required by any applicable law, rule, or regulation to act under this Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Corporation, to provide an annual certification to the Corporation that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2 With respect to its participation and the participation by each Selected Dealer in the Prospectus offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Selected Dealer Agreement, each Selected Dealer shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to NASD Rule 2340, FINRA Rule 2310 (including the obligations with respect to each Offering disclosure of certain information relating to liquidity and any additional terms or conditions specified in Schedule 2 marketability of prior programs pursuant to this AgreementFINRA Rules 2310(b)(3)(D)) and 5141, and NASD Rule 2420 therein (each, as it may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Offered Shares. The Dealer Manager agrees, and each Selected Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Selected Dealer’s participation in any resales or transfers of the Offered Shares. In addition, the Dealer Manager agrees, and each Selected Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Selected Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the account of the Corporation in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Company Corporation that it is a member in good standing of FINRA will not use any sales literature not authorized and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to approved by the Dealer Manager’s participation in the distribution Corporation or use any “broker-dealer use only” or “advisor use only” materials with members of the Shares public in connection with offers or sales or the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Offered Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager agrees, and will not make any recommendations cause the Selected Dealers to retail investors that would subject the Dealer Manager each agree, to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering and sale of the Offered Shares upon request of the Company Corporation at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the CompanyCorporation. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under 4.4 In consideration for the caption “Plan of Distribution” in services rendered by the Prospectus, which may be amended, restated or supplemented from time to timeDealer Manager, the Company Corporation agrees that it will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, Manager: (a) except as described in Schedule 2 to this Agreement. The applicable the Prospectus, upfront selling commissions payable (the “Upfront Selling Commissions”) applicable to the total public offering price of Offered Shares of up to 3.00% of the gross proceeds received from the sale of Offered Shares accepted and confirmed by the Corporation. For these purposes, a “sale of Offered Shares” shall occur following the release from escrow of the Minimum Offering proceeds, and, if, and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents, and the Corporation has thereafter distributed the Upfront Selling Commission to the Dealer Manager will be paid substantially concurrently in connection with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions such transaction. Upfront Selling Commission may be reallowed by the Dealer Manager in whole or in part to the Dealers Selected Dealer who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Offered Shares giving rise to such selling commissions, as described more fully in the Participating Selected Dealer Agreement entered into with each such Selected Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion no commissions described in this clause (a) shall be payable in respect of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer purchase of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, Offered Shares: (i) through an investment advisory representative affiliated with a Selected Dealer who is paid on a fee-for-service basis by the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and investor; (ii) by a Selected Dealer (or such Selected Dealer’s registered representative), in its individual capacity, or by a retirement plan of such Selected Dealer (or such Selected Dealer’s registered representative) or (iii) by an officer, director or employee of the Company agrees that it will not deem Corporation, the Dealer Manager to be the broker-Adviser or their respective affiliates; (b) a dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased manager fee in the Primary Offering and held in a stockholder’s account at the end amount of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.751.25% of the gross proceeds from the sale of such primary shares the Offered Shares (including the gross proceeds of any shares issued under the DRIP with respect thereto“Dealer Manager Fee”), or, solely with respect all or a portion of which may be reallowed to Class T shares, a lower limit Selected Dealers (as set forth described more fully in the Participating Selected Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert entered into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such OfferingSelected Dealer), including selling commissionswhich reallowance, dealer manager feesif any, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as shall be determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreementdiscretion based on factors including, but not limited to, the portion number of shares sold by such Selected Dealer, the assistance of such Selected Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to selected broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the Servicing Fee accruing purchase of Offered Shares by an officer, director or employee of the Corporation, the Adviser or their respective affiliates, or with respect to publicly registered Class T sharesOffered Shares sold to any “benefit plan investor” as that term is defined in ERISA § 3(42), Class S shares and Class D shares 29 U.S.C. § 1003(42); (c) an annual distribution fee (the “Distribution Fee”) of up to 1.00%, of the Companyestimated value of the Offered Shares, as determined in accordance with applicable FINRA Rules and subject to the annual approval of the Corporation’s common stock issued by board of directors and its acknowledgment of compliance with the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissionsdistribution plan required to be adopted by it. In addition, dealer manager fees and the Servicing Fee shall be as set forth in the Participating Prospectus, the Dealer AgreementManager, any agreement in its sole discretion, may reallow all or a portion of the Distribution Fee with respect to the Offered Shares to the Selected Dealer. The Distribution Fee will accrue daily and will be payable to the Dealer Manager on a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into monthly basis and in accordance with the Offering Participants or Servicing Dealersoffering terms and conditions as set forth in the Prospectus. No Distribution Fee will be payable for any Offered Shares issued under the Corporation’s distribution reinvestment plan (the “DRP”). All Distribution Fees payable with respect to the sales of Offered Shares will cease in accordance with the offering terms and conditions as set forth in the Prospectus; and (d) as set forth in the Prospectus, each Class T Offered Share will automatically convert to a share of the No-Load Share Class (as applicable. defined in the Prospectus) subject to and upon the satisfaction of certain conditions as described in the Prospectus. 4.5 The Company Corporation will not be liable or responsible to any Offering Participant or Servicing Selected Dealer for direct payment of commissionsUpfront Selling Commissions, or any reallowance of dealer manager fees Dealer Manager Fees or the Servicing Fee Distribution Fees to such Offering Participant or Servicing Selected Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance all such of dealer manager fees Upfront Selling Commissions, Dealer Manager Fees or the Servicing Fee Distribution Fees to Offering Participants and Servicing Selected Dealers. Notwithstanding the foregoing, at the discretion of the Companyabove, the Company Corporation, in its sole discretion, either directly or through the Escrow Agent or such other agent appointed by it, may act as agent of the Dealer Manager by making direct payment of commissionsUpfront Selling Commissions, dealer manager fees Dealer Manager Fees or Servicing the Distribution Fees to Offering Participants or Servicing such Selected Dealers on behalf of without incurring any liability therefor. The Upfront Selling Commissions, Dealer Manager Fees and the Distribution Fees payable to the Dealer Manager without incurring with respect to any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they Offered Shares sold will be paid or offered promptly following the acceptance of subscribers for such Offered Shares as stockholders by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRACorporation. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 4.6 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company Corporation, the Adviser and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Corporation by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. k. 4.7 The Dealer Manager Parties represents and all Offering Participants, warrants to the Corporation and all other broker-dealers effecting transactions the Adviser that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Corporation, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Corporation, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said Escrow Agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $2,475,000,000 in Shares through Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. (“NASD”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (a) it is a member in good standing of FINRA and that the NASD; (b) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation ; and (c) it has established and implemented anti-money laundering compliance programs in the distribution of the Shares in the Offeringaccordance with applicable law, including with respect to its engagement of one or more Sub-Dealer Managersapplicable NASD rules, SEC rules and the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange USA PATRIOT Act of 19342001 or will require that is Dealers establish such programs, as amended (reasonably expected to detect and cause the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and reporting of suspicious transactions in connection with the sale of Shares, all applicable state securities or blue sky laws and regulations, and Shares of the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestCompany. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise 3.3 Except as provided in this Agreement and under the caption “Plan of Distribution” in Section of the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section Section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and Prospectus plus a dealer stockholder servicing manager fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between “Plan of Distribution” Section of the Prospectus. Notwithstanding the foregoing, no commissions, payments or amount whatsoever will be paid to the Dealer Manager and under this Section 3.3 unless or until subscriptions for the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end purchase of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of Shares have been accepted by the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary of the Shares sold in such Offering, as determined in good faith are deposited by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissionscommissions to such Dealers without incurring any liability therefor. With respect to Shares sold pursuant to the Company’s distribution reinvestment plan, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition agrees to reduce its dealer manager fee to the other items percentage, if any, of underwriting compensation the gross proceeds of the Shares sold pursuant to the distribution reinvestment plan set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items Plan of underwriting compensation referenced in Distribution” Section of the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company Company, each owner, director, officer and employee of the Company, and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 3.5 The Dealer Manager Parties shall use and all Offering Participants, and all other broker-dealers effecting transactions distribute in conjunction with the Shares on behalf of Offering Participants, will offer and sell sale of any Shares only the Prospectus (as it may be supplemented or amended from time-to-time) and such sales literature and advertising as shall have been previously approved in writing by the Company. 3.6 The Dealer Manager and the Dealers shall cause Shares at to be offered and sold only in such jurisdictions where the public Dealer Manager and the respective Dealer are licensed to do so. In addition, the Dealer Manager shall cause Shares to be offered and sold only in those jurisdictions specified in writing by the Company where the offering prices per share and sale of its Shares have been authorized by appropriate regulatory authorities and such list of jurisdictions shall be updated by the Company as determined additional states are added. No Shares shall be offered or sold for the account of the Company in accordance with the Prospectusany other jurisdiction.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Operating Partnership (provided that, to the extent representations and warranties are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows: 4.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Participating Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Participating Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Primary Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this AgreementAgreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules, (ii) it has continued to implement its AML Program, and (iii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act. 4.2 With respect to its participation and the participation by each Participating Dealer Manager’s participation in the distribution offer and sale of the Offered Shares in the Offering(including, including with respect to its engagement without limitation any resales and transfers of one or more Sub-Dealer ManagersOffered Shares), the Dealer Manager agrees agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, Act and the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules Rules of FINRA applicable to the OfferingFINRA, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340, 21112420, 23102730, 5110 2740, and 51412750 therein. The Dealer Manager will not make agrees, and each Participating Dealer shall have agreed, to comply and shall comply with any recommendations applicable requirements with respect to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date its and each Participating Dealer’s participation in any resales or transfers of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such OfferingOffered Shares. In addition, the Dealer Manager Parties agrees, and each Participating Dealer shall have agreed, that should it or they assist with the Offering Participants shall commence the offering resale or transfer of the Offered Shares, it and each Participating Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Offering for cash to the public Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares are registered has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or qualified sold for sale or the account of the Company in which such offering is otherwise permittedany other states. The Dealer Manager Parties shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Offering Participants Authorized Sales Materials. The Dealer Manager represents and warrants to the Company that it will immediately not use any sales literature not authorized and approved by the Company or use any “broker-dealer use only” materials with members of the public in connection with offers or sales or the Offered Shares. The Dealer Manager agrees, and the Participating Dealers will each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Company at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the Company. c. Subject 4.4 In consideration for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager: (a) a dealer manager fee in the amount of 3.0% of the gross proceeds from the sale of the Primary Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Shares by an officer, director or employee of the Company, the Advisor or their respective affiliates; and (b) subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S 7.0% of the gross proceeds of the Primary Shares and Class D Primary Sharessold, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling which commissions may be reallowed by the Dealer Manager in whole or in part to the Dealers Participating Dealer who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Offered Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceDealer; provided, however, that upon no commissions described in this clause (b) shall be payable in respect of the date when purchase of Shares: (i) through an investment advisory representative affiliated with a Participating Dealer who is paid on a fee-for-service basis by the investor; (ii) by a Participating Dealer (or such Participating Dealer’s registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or such Participating Dealer’s registered representative), or (iii) by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, as described in the Prospectus, the Dealer Manager is notified that has agreed to sell Primary Shares to certain persons identified by the Dealer who sold the Class T, Class S or Class D shares giving rise Company pursuant to a portion “friends and family program” at the public offering price, net of the Servicing Fee selling commissions or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I sharesFees. The Dealer Manager may also reallow some or all of the Servicing Fee agrees to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement work together with the Dealer Manager Company to the extent such Servicing Agreement provides for such reallowance implement this program and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued execute sales under the DRIP with respect thereto), or, solely with respect program according to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between procedures agreed upon by the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were soldCompany. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account The Company will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, not pay to the Dealer Manager will cease receiving the Servicing any Dealer Manager Fee on Class T shares, Class S shares and Class D shares or selling commissions in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur respect of the following: (i) a listing purchase of Class I sharesany DRIP Shares. 4.5 Notwithstanding the foregoing, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling no commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal payments or amounts whatsoever will be paid to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager under Section 4.4 unless or until $2,000,000 has been raised from the sale of Primary Shares in its sole discretionthe Offering (the “Minimum Offering”). For purposes of this AgreementUntil the Minimum Offering is obtained, investments will be held in escrow. If the portion of Minimum Offering is not obtained within the Servicing Fee accruing time periods specified in the Prospectus, investments will be returned to the investors in accordance with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other OfferingProspectus. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. 4.6 The Company will not be liable or responsible to any Offering Participant or Servicing Participating Dealer for direct payment of commissions, commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to such Offering Participant or Servicing Participating Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Dealer Manager Fee to Offering Participants and Servicing Participating Dealers. Notwithstanding the foregoingabove, at the discretion of the Company, in its sole discretion, either directly or through the Company Escrow Agent, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees commissions or Servicing Fees to Offering Participants or Servicing Dealers on behalf reallowance of the Dealer Manager Fee to such Participating Dealers without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusliability therefor. The Dealer Manager shall obtain from any Offering Participant Fee and provide all selling commissions payable to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company Dealer Manager with respect to a particular Offering hereunder shall cause total organization and offering expenses, any Offered Shares sold will be paid or offered substantially concurrently with the acceptance of subscribers for such Offered Shares as defined under stockholders by the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany. j. 4.7 The Dealer Manager Parties represents and warrants to the Company Company, the Operating Partnership and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 4.8 The Dealer Manager Parties represents and all Offering Participants, warrants to the Company and all other broker-dealers effecting transactions the Operating Partnership that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Company, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Company, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said escrow agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. 3.1 The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA FINRA; (ii) it will at all times maintain and that employ an adequate number of administrative personnel (who shall be acceptable to the Company) to fulfill its obligations under this agreement and any supplemental or successor agreement and shall be solely responsible for the compensation of such personnel; (iii) it will -3- be responsible for payment of such other costs incurred by it in connection with the Offering as shall be agreed between the Company and the Dealer Manager, which costs shall not exceed the amounts received by the Dealer Manager as a dealer manager fee (discussed below); (iv) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect ; and (v) it has established and implemented anti-money laundering compliance programs (“AML Program”) in accordance with applicable law, including applicable FINRA rules, SEC rules and the USA PATRIOT Act of 2001 (“AML Program”), reasonably expected to detect and cause the Dealer Manager’s participation reporting of suspicious transactions in connection with the distribution sale of Shares of the Shares in Company; however, the Offering, including Company shall not rely on the AML Program of Dealer Manager with respect to its engagement customers of one or more Sub-Dealer ManagersDealers who acquire Shares, but will rely on the Dealer Manager agrees to comply in all material respects with the applicable requirements AML Program of each of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interestrespective Dealers. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statementthis agreement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise 3.3 Except as provided in this Agreement and under the caption “Plan of Distribution” in Section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales the amount of up to 7.0% of the gross offering proceeds before re-allowance to participating broker-dealers for the sale of Class A shares and up to 3% of the gross offering proceeds for the sale of Class T Primary Sharesshares. Pursuant to the Soliciting Dealer Agreements, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company re-allow 100% of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the its selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the participating broker-dealer of record/custodian dealers. As compensation for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among services rendered by the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when Company will also pay the Dealer Manager is notified that the Dealer who sold the Class Ta dealer manager fee of up to 3.0% of gross offering proceeds, Class S or Class D shares giving rise before re-allowance to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the participating broker-dealer of record dealers. Pursuant to separately negotiated agreements, Dealer Manager will pay to persons affiliated with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in Company and/or its applicable agreement for the receipt of the Servicing Fee, then such affiliates who are registered representatives and independent contractors with Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated Manager (the “Servicing DealerWholesalers”), commissions of up to 1.5% of gross offering proceeds and re-allow to the extent such Servicing Dealer has entered into Dealers, a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance marketing fee and the Servicing Dealer is in compliance with the terms due diligence expense reimbursement of such agreement related up to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all 1.5% of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceedgross offering proceeds which, in the aggregate, 8.75% of will not exceed the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued maximum permitted under the DRIP with respect thereto), or, solely with respect FINRA and NASAA REIT Guidelines to Class T shares, a lower limit as set forth broker-dealers participating in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareoffering. In addition, the Dealer Manager will cease receiving shall receive and reallow to the Servicing Fee Soliciting Dealer that sold the Shares, a distribution and shareholder servicing fee on the sale of Class T shares which accrues daily and is calculated on outstanding Class T Shares issued in the primary offering in an amount equal to one percent (1%) per annum of the purchase price of the Class T Share paid by purchaser. This fee is to compensate the dealer manager and participating soliciting dealers for ongoing services and expenses related to the marketing and shareholder support of such T shares, such as maintaining regular communication with shareholders, responding to questions about the investment and general advice concerning the investment and asset allocation. Soliciting dealers selling the T shares are required to maintain these services at least until such time as the Class S T share converts to Class A shares as set out in the Prospectus. The Company’s obligation to pay the distribution and Class D shares in connection shareholder servicing fee with an Offering (i.e., pursuant respect to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, T Shares sold in the aggregateOffering will survive only until such Class T Shares convert to Class A Shares as described in the Prospectus or until termination of this Agreement. Notwithstanding the foregoing, underwriting compensation from all sources in connection with such Offering, including selling no commissions, dealer manager fees, payments or amount whatsoever will be paid to the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of Dealer Manager under this Section 3.3 unless or until the gross proceeds from Primary of the Shares sold are received in such good funds by the Company. To the extent Dealer Manager instructs the transfer agent for the Company (the “Transfer Agent”) to re-allow and pay the Dealers directly out of the proceeds the REIT Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer of the Dealers for direct payment of commissions, commissions to such Dealers. No sales commission or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they fee will be paid by the Company or the Adviser, as applicable, and with respect to Shares sold pursuant to the extent permitted pursuant to prevailing Company’s dividend reinvestment plan and/or purchases of Shares made directly by clients of investment advisers. Total underwriting compensation, including sales commissions, the dealer -4- manager fee and underwriter expense reimbursement may not exceed the maximum amount allowed under the rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from use and distribute in conjunction with the offer and sale of any Offering Participant Shares through Dealers only the Prospectus and provide such sales literature and advertising as shall have been previously approved in writing by the Company. 3.5 The Dealer Manager, through the Dealers, shall cause Shares to the Company a detailed be offered and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made sold only in those jurisdictions specified in writing by the Company with respect to a particular Offering hereunder for whose account Shares are then offered for sale, and such list of jurisdictions shall cause total organization be updated by the Company as additional states are added. The Company shall specify only such jurisdictions in which the offering and offering expenses, as defined under sale of its Shares has been authorized by appropriate state regulatory authorities. No Shares shall be offered or sold for the Statement of Policy Regarding Real Estate Investment Trusts account of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such OfferingCompany in any other states. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the a maximum amount of $737,500,000 in Shares set forth in the Prospectus (subject to the Company’s right directly or through Dealers, all of reallocation, whom shall be members of FINRA or registered investment advisors who are paid no commission or as otherwise described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager may also sell Shares for cash directly to engage one or more Sub-Dealer Managers its own clients and customers at the public offering price and subject to the terms and conditions stated in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderProspectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (a) it is a member in good standing of FINRA and that FINRA; (b) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation ; and (c) it has established and implemented anti-money laundering compliance programs in the distribution of the Shares in the Offeringaccordance with applicable law, including with respect to its engagement of one or more Sub-Dealer Managersapplicable FINRA rules, SEC rules and the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange USA PATRIOT Act of 19342001 or will require that its Dealers establish such programs, as amended (reasonably expected to detect and cause the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and reporting of suspicious transactions in connection with the sale of Shares, all applicable state securities or blue sky laws and regulations, and Shares of the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestCompany. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise 3.3 Except as provided in this Agreement and under the caption “Plan of Distribution” in Section of the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section Section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and Prospectus plus a dealer stockholder servicing manager fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between “Plan of Distribution” Section of the Prospectus. The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus to the extent the Prospectus indicates that they will be paid by the Company, provided that the Company’s reimbursement payments shall not cause (i) total underwriting compensation to exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the Company’s distribution reinvestment plan), or (ii) total organization and offering expenses to exceed 15% of gross proceeds from the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareOffering. In additionaccordance with FINRA Rule 2310, the Company shall also reimburse the Dealer Manager will cease receiving for bona fide invoiced due diligence expenses of the Servicing Fee on Class T sharesDealers and non-participating broker-dealers, Class S shares and Class D shares in connection with an Offering (i.e., pursuant subject to the Registration Statement for such Offering) upon cap on organization and offering expenses described above. Notwithstanding the earlier to occur of the following: (i) a listing of Class I sharesforegoing, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling no commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal payments or amount whatsoever will be paid to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes under this Section 3.3 unless or until subscriptions for the purchase of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of Shares have been accepted by the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing such Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to liability therefor. The Company will not pay selling commissions or a dealer manager fee for shares sold under the other items of underwriting compensation distribution reinvestment plan as set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items Plan of underwriting compensation referenced in Distribution” Section of the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company, each owner, director, officer and employee of the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading. k. 3.5 The Dealer Manager Parties shall use and all Offering Participants, and all other broker-dealers effecting transactions distribute in conjunction with the Shares on behalf of Offering Participants, will offer and sell sale of any Shares only the Prospectus (as it may be supplemented or amended from time-to-time) and such sales literature and advertising as shall have been previously approved in writing by the Company. 3.6 The Dealer Manager and the Dealers shall cause Shares at to be offered and sold only in such jurisdictions where the public Dealer Manager and the respective Dealer are licensed to do so. In addition, the Dealer Manager shall cause Shares to be offered and sold only in those jurisdictions specified in writing by the Company where the offering prices per share and sale of its Shares have been authorized by appropriate regulatory authorities and such list of jurisdictions shall be updated by the Company as determined additional states are added. No Shares shall be offered or sold for the account of the Company in accordance with the Prospectusany other jurisdiction.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s 's right of reallocation, as described in the Prospectus) primarily through Dealers, all of whom shall be members of the Offering ParticipantsNational Association of Securities Dealers, Inc. (the "NASD"). The Company hereby expressly authorizes the Dealer Manager may not sell Shares for cash directly to engage one or more Sub-Dealer Managers its own clients and customers except to institutional investors approved by the Company at the public offering price and subject to the terms and conditions stated in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderProspectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that it is a member in good standing of FINRA the NASD and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise Except as provided in this Agreement and under the caption “"Plan of Distribution” in " section of the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 6.0% (or 7.0% where the purchaser elects to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or pay a portion deferred commission) of the selling commissions may be reallowed by gross proceeds of the Dealer Manager to the Dealers who Shares sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully plus a dealer manager fee in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan amount of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.752.0% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicablesold. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing such Dealers on behalf of the Dealer Manager without incurring any liabilityliability therefor. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. d. The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “"Plan of Distribution” " in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. e. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, Dealers will offer and sell the Shares at the public offering prices price per share set forth in the Prospectus (except as determined otherwise provided in accordance with the dividend reinvestment plan). Notwithstanding the foregoing, Shares may be sold to (x) executive officers and directors of the Company and their immediate family members, (y) officers and employees of Dividend Capital Advisors LLC (the "Advisor") or other affiliates and their immediate family members, and (z) if approved by the Board of Directors of the Company, joint venture partners, consultants and other service providers, at a discount which, as provided in the "Plan of Distribution" section of the Prospectus, reflects a reduction in (i) the dealer manager fee and/or (ii) the selling commissions otherwise payable with respect to such Shares. Also as provided in the "Plan of Distribution" section of the Prospectus, (i) the Dealer Manager or any Broker may reduce the amount of its selling commission on sales of $500,000 or more of Shares to certain purchasers in order to provide a reduction to the total purchase price for such Shares and (ii) the Dealer Manager may reduce the amount of its dealer manager fee and its selling commission on, and the Advisor may reduce the organizational and offering expense reimbursements with respect to, sales of 300,000 or more Shares to certain purchasers in order to provide a reduction to the total purchase price for such Shares.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of 29,000,000 Shares through Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. (NASD). The Dealer Manager may not sell Shares for cash directly to its own clients and customers except to institutional investors approved by the Company at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that it is a member in good standing of FINRA the NASD and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise Except as provided in this Agreement and under the caption “"Plan of Distribution” in " section of the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.757% of the gross proceeds from of the sale Shares sold plus a dealer manager fee in the amount of such primary shares (including 2.5% of the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were Shares sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing such Dealers on behalf of the Dealer Manager without incurring any liabilityliability therefor. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. d. The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “"Plan of Distribution” " in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. e. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, Dealers will offer and sell the Shares at a price of $10 per share. Notwithstanding the public offering prices per share foregoing, Shares may be sold to executive officers, directors, employees and affiliates of Dividend Capital Advisors LLC (the "Advisor") at a discount which, as determined provided in accordance with the "Plan of Distribution" section of the Prospectus, reflects a reduction in (i) the acquisition and advisory fees payable to the Advisor, (ii) the dealer manager fee and/or (iii) the selling commissions otherwise payable with respect to such Shares. Also as provided in the "Plan of Distribution" section of the Prospectus, the Dealer Manager or any Broker may reduce the amount of its selling commission on sales of 50,000 or more Shares to any purchaser in order to provide a reduction to the total purchase price for such Shares.

Obligations and Compensation of Dealer Manager. a. The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Company and the Adviser (provided that, to the extent representations and warranties of the Company and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Selected Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Selected Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, Commission rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the Dealer Manager’s participation in USA Patriot Improvement and Reauthorization Act of 2005 (the distribution “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the Shares International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the Offering, including with respect to its engagement offering and sale of one or more Sub-Dealer Managersthe Offered Shares. In addition, the Dealer Manager agrees represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Company, to provide an annual certification to the Company that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2 With respect to its participation and the participation by each Selected Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Selected Dealer Agreement, each Selected Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, the Rules and RegulationsExchange Act, the Securities Exchange Act of 1934rules promulgated under each, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules of FINRA applicable to the OfferingRules, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340 and 2310 (including the obligations with respect to disclosure of certain information relating to liquidity and marketability of prior programs pursuant to FINRA Rule 2310(b)(3)(D)), 2111and NASD Rules 2420, 23102740, 5110 and 51412750 therein. The Dealer Manager will not make agrees, and each Selected Dealer shall have agreed, to comply and shall comply with any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee requirements with respect to sales of Class S its and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described each Selected Dealer’s participation in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all any resales or a portion transfers of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareOffered Shares. In addition, the Dealer Manager will cease receiving agrees, and each Selected Dealer shall have agreed, that should it or they assist with the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur resale or transfer of the following: (i) a listing Offered Shares, it and each Selected Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Class I shares, (ii) Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the merger or consolidation account of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusjurisdictions. The Dealer Manager shall obtain from use and distribute in conjunction with the offer and sale of any Offering Participant Offered Shares only the Prospectus and provide the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments prospective investors if accompanied or reimbursements made preceded by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesProspectus, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.Section 1.1

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $3,500,000,000 in any combination of W Shares, A Shares and I Shares (or such other amount as the Company allocates to the public up to the maximum amount primary Offering of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily second paragraph of this Agreement), through financial intermediaries including dealers selected to participate in the distribution of Shares in the Offering Participants. The Company hereby expressly authorizes who have executed Selected Dealer Agreements with the Dealer Manager (each, a “Dealer” and, collectively, the “Dealers”), all of whom shall be members of the Financial Industry Regulatory Authority, Inc. (FINRA). The Dealer Manager may also sell Shares for cash directly to engage one or more Sub-Dealer Managers its own clients and customers at the public offering price and subject to the terms and conditions stated in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderProspectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA and that FINRA; (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation ; and (iii) it has established and implemented anti-money laundering compliance programs in the distribution of the Shares in the Offeringaccordance with applicable law, including with respect to its engagement of one or more Sub-Dealer Managersapplicable FINRA rules, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC rules, and the rules USA PATRIOT Act of 2001, reasonably designed to detect and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to cause the Offering and reporting of suspicious transactions in connection with the sale of Shares, all applicable state securities or blue sky laws and regulations, and Shares of the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestCompany. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public only in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. 3.3 Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary up to 3.75% of the gross offering price paid per A Share by investors in the primary Offering, which is inclusive of such selling commissions (the “Offering Price”) (or up to 3.90% when expressed as a percentage of NAV per A Share, rather than the Offering Price); provided, however, that there shall be no selling commission on W Shares, Class S Primary Shares and Class D Primary on I Shares, as described in Schedule 2 or on Shares sold pursuant to this Agreementthe Company’s distribution reinvestment plan. Selling commissions may be waived at the direction of the Dealer Manager. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion may reallow up to 100% of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer AgreementDealers. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the 3.4 The Company agrees that it will pay to the Dealer Manager an asset-based dealer manager fees fee that is payable in connection with sales of Class T Primary arrears on a monthly basis and accrues daily in an amount equal to (i) for W Shares and A Shares, as described in Schedule 2 to this Agreement1/365th of 0.55% of the Company’s NAV for the applicable class for such day, and (ii) for I Shares, 1/365th of 0.25% of the Company’s NAV for I Shares for such day. The applicable dealer manager fees payable to At the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion Manager’s discretion, it may reallow up to 100% of the dealer manager fees may be reallowed by fee received on the Dealer Manager Shares to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such DealerDealers. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. belowAdditionally, the Company agrees that it will pay to the Dealer Manager a stockholder servicing an asset-based distribution fee with respect to sales A Shares that is payable in arrears on a monthly basis and accrues daily in an amount equal to 1/365th of Class S and Class D shares and an investment professional stockholder servicing 0.50% of the Company’s NAV for A Shares for such day. At the Dealer Manager’s discretion, it may reallow up to 100% of the distribution fee and received on the A Shares to Dealers. If, for any reason, a dealer stockholder servicing fee with respect to Class T sharessale is cancelled or rescinded, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee shall return to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related Company any fee paid to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record it with respect to such Class Tsale, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies including any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissionscommission, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash fee and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicabledistribution fee. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for to make payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissionscommissions to such Dealers without incurring any liability therefor. In connection with the Offering, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition will not be entitled to the other items of receive underwriting compensation set forth (as defined in this Section 3, accordance with the Company and/or BentallGreenOak (U.S.applicable FINRA rules) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid aggregate dealer manager fees, distribution fees, selling commissions and all other forms of underwriting compensation received by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described and all Dealers exceeds 10% of the gross proceeds raised from the sale of Shares in the ProspectusOffering, excluding proceeds from the Company’s distribution reinvestment plan. 3.5 The Dealer Manager shall use and distribute, in conjunction with the offer and sale of any Shares, only the Prospectus and such sales literature and advertising as shall have been previously approved in writing by the Company. The Dealer Manager shall obtain from any Offering Participant agrees to be bound by the terms of an escrow agreement among UMB Bank, N.A., as escrow agent (the “Escrow Agent”), the Dealer Manager and provide the Company (the “Escrow Agreement”), in a form reasonably acceptable to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesparties thereto, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as such agreement may be amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. . The Dealer Manager Parties represents acknowledges that the Company expects to reimburse its advisor for the full amount of all organization and warrants offering costs, without interest, in monthly installments, but the aggregate amount reimbursed can never exceed 0.75% of the aggregate gross offering proceeds, including shares issued in connection with the distribution reinvestment plan, but excluding selling commissions charged on A Shares sold in the primary offering. If, during any period, the total unreimbursed amount of such organization and offering costs exceeds the reimbursement limit described above, the excess will be eligible for reimbursement in subsequent periods up to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” limit, calculated on an accumulated basis, until reimbursed in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingfull. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of 135,000,000 Shares through Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. (NASD). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that it is a member in good standing of FINRA the NASD and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise 3.3 Except as provided in this Agreement and under the caption “"Plan of Distribution” in " Section of the Prospectus, which may be amended, restated or supplemented from time to timeas compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in connection with sales the amount of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.757% of the gross proceeds from of the sale Shares sold plus a dealer manager fee in the amount of such primary shares (including 2.5% of the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were Shares sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing such Dealers on behalf of the Dealer Manager without incurring any liabilityliability therefor. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “"Plan of Distribution” " in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for the purpose of selling for cash up to a maximum of 3,000,000 Shares through Dealers, all of whom shall be members in good standing of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA; (ii) it will at all times maintain and employ an adequate number administrative personnel (who shall be acceptable to the Company) to fulfill its obligations under this agreement and any supplemental or successor agreement and shall be solely responsible for the compensation of such personnel. Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective or is terminated for any reason, except as set forth below, the Company will pay (directly or by reimbursement) all costs and expenses incurred in good standing connection with the offering, including (a) all costs, fees and expenses (other than certain legal fees of FINRA your counsel and that other out-of-pocket expenses incurred by you, as provided below) incurred in connection with the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses incurred in connection with the registration or qualification of the Shares for sale pursuant the securities or “blue sky” laws and regulations of any state and the preparation, printing, filing and distribution of the Prospectus and all amendments and supplements thereto, all in such quantities as you, on behalf of the Dealers, may reasonably require; (b) all costs, fees and expenses of the Company's counsel, independent public accountants, and transfer agent(s); all transfer taxes, if any, with respect to transfer, sale and delivery of the Shares, and printing of certificates representing any and all of the foregoing securities; and (c) your reasonable out-of-pocket expenses incurred in connection with the Offering, promptly upon demand, including fees and expenses of your counsel; provided, however, that, without the consent of the Company, such payment or reimbursement of legal fees and expenses shall not exceed in the aggregate $30,000 and there shall be no reimbursement of other out-of-pocket expenses. The Company will be responsible for payment of such other costs incurred by it in connection with the Offering as shall be agreed between the Company and its the Dealer Manager. You and your employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and have established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and the USA PATRIOT Act of 2001, reasonably expected to detect and cause the Dealer Manager’s participation reporting of suspicious transactions in connection with the distribution sale of Shares of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Company. The Dealer Manager agrees to comply in all material respects with be bound by the applicable requirements terms of the Securities ActEscrow Agreement, the Rules and Regulations, the Securities Exchange Act a copy of 1934, which is attached as amended Exhibit “B” (the “Exchange ActEscrow Agreement”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statementthis agreement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. 3.3 Except as may be provided in the “Plan of Distribution” section Section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to as compensation for the limitations set forth in Section 3.f. belowservices rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a stockholder servicing fee with respect of up to sales 7% of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement gross proceeds of the Offering (the “Servicing Dealer Manager Fee”), before reallowance to participating broker-dealers. The Company Pursuant to separately negotiated agreements, the Dealer Manager may re-allow a portion of the Dealer Manager Fee in an aggregate amount not to exceed the maximum permitted under the FINRA and NASAA REIT Guidelines to broker-dealers participating in the distribution of the Offering. Notwithstanding the foregoing, no commissions, payments or amount whatsoever will pay the Servicing Fee be paid to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in under this Section 3.e 3.3 unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including until the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect Shares sold are disbursed to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., Company pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Escrow Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct authorization of payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for authorizing payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingTotal underwriting compensation, at the discretion of the Company, the Company may act as agent of including the Dealer Manager by making direct payment Fee and underwriter expense reimbursement, if any, may not exceed the maximum amount allowed under the rules of commissionsFINRA. As additional compensation, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf Dealer Manager will receive options in accordance with a certain Underwriters Warrant, and 20,000 shares of shares of Common Stock which shall be restricted from resale for one year from the effective date of the Dealer Manager without incurring registration statement. To comply with FINRA Rule 5110(g)(1), for a period of six months after the issuance date of the compensation warrants (which shall not be earlier than the closing date of the offering pursuant to which the compensation warrants are being issued), neither the compensation warrants nor any liabilitywarrant shares issued upon exercise of the compensation warrants shall be (A) sold, transferred, assigned, pledged, or hypothecated, or (B) the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the compensation warrants are being issued, except the transfer of any security as permitted by the FINRA rules. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that that, to the best of its knowledge, the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectusProspectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 3.5 The Dealer Manager Parties shall use and all Offering Participantsdistribute in conjunction with the offer and sale of any Shares only the Prospectus and such sales literature and advertising as shall have been previously approved in writing by the Company. 3.6 The Dealer Manager shall cause Shares to be offered and sold only in those jurisdictions specified in writing by the Company for whose account Shares are then offered for sale, and all such list of jurisdictions shall be updated by the Company as additional states are added. The Company shall specify only such jurisdictions in which the offering and sale of its Shares has been authorized by appropriate state regulatory authorities. No Shares shall be offered or sold for the account of the Company in any other broker-dealers effecting transactions states. See 3.7 The Dealer Manager represents and warrants to the Company that it will not represent or imply that the escrow agent, as identified in the Shares on behalf Prospectus, has investigated the desirability or advisability of Offering Participantsinvestment in the Company, will offer and sell or has approved, endorsed or passed upon the merits of the Shares at or the public offering prices per share as determined Company, nor will it use the name of said escrow agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $2,975,000,000 in Shares (or such other amount as the Company allocates to the public up to the maximum amount primary Offering of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectusfirst paragraph of this Agreement) primarily through the dealers selected to participate in the distribution of Shares in the Offering Participants. The Company hereby expressly authorizes who have executed Selected Dealer Agreements with the Dealer Manager (each, a “Dealer” and, collectively, the “Dealers”), all of whom shall be members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer Manager may also sell Shares for cash directly to engage one or more Sub-Dealer Managers its own clients and customers at the public offering price and subject to the terms and conditions stated in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunderProspectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA and that FINRA; (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation ; and (iii) it has established and implemented anti-money laundering compliance programs in the distribution of the Shares in the Offeringaccordance with applicable law, including with respect to its engagement of one or more Sub-Dealer Managersapplicable FINRA rules, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC rules, and the rules USA PATRIOT Act of 2001, reasonably designed to detect and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to cause the Offering and reporting of suspicious transactions in connection with the sale of Shares, all applicable state securities or blue sky laws and regulations, and Shares of the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestCompany. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the 3.2 The Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public only in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. 3.3 Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to as compensation for the limitations set forth in Section 3.f. belowservices rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in the amount of 7.0% of the gross proceeds of the Class A Shares sold and 3.0% of the gross proceeds of the Class T Shares sold, plus a dealer manager fee in the amount of 2.0% of the gross proceeds of the Shares sold to the public; provided, however, that there shall be no selling commissions and no dealer manager fees paid for sales of Shares under the Company’s distribution reinvestment plan. In addition, the Company agrees that it will pay to the Dealer Manager a monthly distribution and stockholder servicing fee with respect that will accrue daily in an amount equal to sales 1/365th of 0.8% of the Company’s per share NAV of Class S T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the distribution and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who Shares sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer Offering at the earliest of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, on behalf of the Company, determines that total selling commissions, dealer manager commissions and distribution and stockholder servicing fees and Servicing Fees paid with respect by a stockholder within his or her individual account would be equal to 7.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T shares held within in such account would exceed, in account; (ii) the aggregate, 8.75date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares, excluding Shares sold pursuant to the distribution reinvestment plan; (iii) the fifth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment plan offering) terminates; (iv) the date such primary Class T share is no longer outstanding; and (v) the date the Company effects a liquidity event. The distribution and stockholder servicing fee relates to the share or shares (including sold. Payments to the gross proceeds Dealer Manager shall be made by the end of any shares issued under the DRIP with respect thereto)week following the week in which Shares are sold by wire transfer of immediately available funds to an account designated by the Dealer Manager. Notwithstanding the foregoing, orthe Dealer Manager will reallow all of the selling commissions to Dealers. The Dealer Manager also may reallow all or a portion of the dealer manager fee and the distribution and stockholder servicing fee to Dealers; provided, solely however, that with respect to Class T sharesany individual investment, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager will not re-allow the related distribution and stockholder servicing fee to a Dealer if such Dealer ceases to hold the applicable Dealer in effect on the date upon which account related to such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareinvestment. In addition, the Dealer Manager will cease receiving not reallow the Servicing Fee on Class T shares, Class S shares distribution and Class D shares in connection stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager or if the Dealer’s previously executed Selected Dealer Agreement with the Dealer Manager is terminated. In any instance in its sole discretion. For purposes of this Agreementwhich the Dealer Manager does not re-allow the distribution and stockholder servicing fee to a Dealer, the portion of the Servicing Fee accruing with respect Dealer Manager will return such fee to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by . If, for any reason, a sale is cancelled or rescinded, the Dealer Manager shall return to the Company during the term of a particular Offeringselling commission, the dealer manager fee and not issued pursuant the distribution and stockholder servicing fee paid to a prior Offering, shall be underwriting compensation it with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicablesale. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for to make payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefore. 3.4 The Dealer Manager shall use and distribute, in conjunction with the offer and sale of any Shares, only the Prospectus and such sales literature and advertising as shall have been previously approved in writing by the Company. 3.5 The Dealer Manager acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation fee and distribution and stockholder servicing fee set forth in this Section 33.3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, but only to the extent that the Prospectus indicates that they will be paid by total of such reimbursements for underwriting expenses and the Company or selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 is no more than 10.0% of the Adviser, as applicable, and to gross offering proceeds of the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described Shares sold in the ProspectusOffering, excluding proceeds from the distribution reinvestment plan. The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, In no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause event will total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts underwriting compensation exceed 10.0% of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to of the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” Shares sold in the Prospectus and all other information furnished to Offering, excluding proceeds from the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingdistribution reinvestment plan. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance Dealers, all of its roles and responsibilities as agent and distributor set forth hereunderwhom shall be members of FINRA. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable Promptly after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, amended and restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D S Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D S Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D S Primary Shares giving rise to such selling commissions, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule Section 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Selected Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, amended and restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class T, Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly quarterly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares Shares giving rise to a portion of such Servicing Fee to the extent the Participating Selected Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Selected Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares Shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer Dealer no longer satisfies any or all of the conditions in its applicable agreement Selected Dealer Agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealerDealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month quarter in which it Dealer is not eligible on the last day of the monthquarter; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month quarter for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are The Dealer is not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T shareT, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account share would exceed, in the aggregate, exceed 8.75% of the gross proceeds from the sale of such primary shares share (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such monthtime as such threshold has been reached, such Class T shareT, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T sharesT, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity entity, or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange assets, or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T sharesT, Class S shares and Class D shares of the Company’s common stock issued (publicly or privately) by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Selected Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant Dealer or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant Dealer or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants Dealers and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership BX REIT Advisors L.L.C. (the “AdviserAdvisor”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the AdviserAdvisor, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant Dealer as described in the Prospectus. The Dealer Manager shall obtain from any Offering Participant Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, defined under NASAA Guidelines (as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), in Section 4.a. below) and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, Dealers will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of 82,500,000 Shares through the Dealers, all of whom shall be members of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestAgreement. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. 3.3 Except as may be otherwise provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to as compensation for the limitations set forth in Section 3.f. belowservices rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change commissions in the broker-dealer amount of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.757.0% of the gross proceeds from of the sale Shares sold plus a dealer manager fee in the amount of such primary shares (including 3.0% of the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely Shares sold to the public. No selling commissions or dealer manager fee shall be paid with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., Shares sold pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicabledistribution reinvestment plan. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or commissions to any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 3.5 The Dealer Manager Parties represents and all Offering Participantswarrants to the Company that it will not use any sales literature not authorized and approved by the Company, and all other use any “broker-dealers effecting transactions dealer use only” materials with members of the public, or make any unauthorized verbal representations in connection with offers or sales or the Shares. 3.6 The Dealer manager is a duly incorporated and validly existing corporation under the laws of the State of California. 3.7 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Dealer Manager of this Dealer Manager Agreement, except such as may be required under the Securities Act or applicable state securities laws. 3.8 There are no actions, suits or proceedings pending or to the knowledge of the Dealer Manager, threatened against the Dealer Manager at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which could be reasonably expected to have a material adverse effect on the Dealer Manager or the ability of the Dealer Manager to perform its obligations under this Agreement or to participate in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with contemplated by the Prospectus. 3.9 The execution and delivery of this Dealer Manager Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Dealer Manager Agreement by the Dealer Manager will not conflict with or constitute a default under any operating agreement or other similar agreement, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Dealer Manager Agreement may be limited under applicable securities laws. 3.10 The Dealer Manager has full legal right, power and authority to enter into this Dealer Manager Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Dealer Manager Agreement may be limited under applicable securities laws. 3.11 Except for Participating Dealer Agreements, no agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of any Shares purchased by such person.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $3.15 billion in Shares through the Dealers, all of whom shall be members of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Dealer Manager Agreement. With respect The Dealer Manager agrees to be bound to the Dealer Manager’s participation in the distribution terms of the Shares in the OfferingEscrow Agreement executed by and among UMB Bank, including with respect to its engagement of one or more Sub-Dealer ManagersN.A., as escrow agent, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best InterestCompany. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. 3.3 Except as may be otherwise provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to as compensation for the limitations set forth in Section 3.f. belowservices rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager, at the time of the sale of Shares pursuant to the primary offering, selling commissions in the amount of 3.0% of the gross proceeds of the Shares sold in the primary offering, and the Company and Xxxxxxx-American Healthcare REIT IV Advisor, LLC (the “Advisor”) agree that they will pay to the Dealer Manager, at the time of the sale of Shares pursuant to the primary offering, an aggregate dealer manager fee in the amount of 3.0% of the gross proceeds of Shares sold in the primary offering, of which 1.0% of the gross proceeds of Shares sold in the primary offering will be funded by the Company and 2.0% of the gross proceeds of Shares sold in the primary offering will be funded by the Advisor. In addition, the Company agrees that it will pay to the Dealer Manager a quarterly stockholder servicing fee in the aggregate amount of up to 4.0% of the gross proceeds of the Shares sold in the primary offering, which stockholder servicing fee will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per share (or, once reported by the Company, the amount of the Company’s estimated net asset value per share) of Shares sold, excluding Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who Shares sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer Offering at the earliest of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account date at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares in the primary portion of the Offering, (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the distribution reinvestment plan offering) terminates; (iii) the date that such primary Share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger of the Company, listing of the Shares on a national securities exchange, or an extraordinary transaction by the Company. The stockholder servicing fee relates to the share or shares (including sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the gross proceeds of any shares issued under stockholder servicing fee for services that such Dealers perform in connection with the DRIP with respect thereto)Shares; provided, orhowever, solely that with respect to Class T sharesany individual investment, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and will not re-allow the applicable related stockholder servicing fee to a Dealer in effect on if such Dealer ceases to hold the date upon which account related to such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareinvestment. In addition, the Dealer Manager will cease receiving not re-allow the Servicing Fee on Class T sharesstockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement with the Dealer Manager or if the Dealer’s previously executed Participating Dealer Agreement with the Dealer Manager is terminated. In any instance in which the Dealer Manager does not re-allow the stockholder servicing fee to a Dealer, Class S shares and Class D shares in connection the Dealer Manager will return such fee to the Company. No selling commissions or dealer manager fee shall be paid with an Offering (i.e., respect to Shares sold pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) distribution reinvestment plan. Notwithstanding the date following the completion of such Offering on whichforegoing, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling no commissions, dealer manager fees, payments or amount whatsoever will be paid to the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Dealer Manager under this Section 3.3 unless or until $2,000,000 in Shares have been sold in such Offering, as determined in good faith by the Dealer Manager and its Dealers (the “Minimum Offering”). Until the Minimum Offering is obtained, proceeds from the sale of Shares will be held in its sole discretion. For purposes of this Agreementescrow and, if the portion Minimum Offering is not obtained, will be returned to the investors in accordance with the terms of the Servicing Fee accruing with respect Prospectus. In no event shall the total aggregate underwriting compensation payable to publicly registered Class T shares, Class S shares the Dealer Manager and Class D shares of any Dealers participating in the Company’s common stock issued by the Company during the term of a particular Offering, including, but not limited to, selling commissions and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, the dealer manager fees fee (which includes expense reimbursements and the Servicing Fee shall be set forth non-cash compensation), exceed 10.0% of gross offering proceeds in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicableaggregate. The Company and the Advisor will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or commissions to any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 3.5 The Dealer Manager Parties represents and all Offering Participantswarrants to the Company that it will not use any sales literature not authorized and approved by the Company, and all other use any “broker-dealers effecting transactions dealer use only” materials with members of the public, or make any unauthorized verbal representations in connection with offers or sales or the Shares. 3.6 The Dealer Manager is a duly organized and validly existing limited liability company under the laws of the State of Delaware. The Dealer Manager is not in violation of its Operating Agreement. 3.7 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Dealer Manager of this Dealer Manager Agreement, except such as may be required under the Securities Act or applicable state securities laws. 3.8 There are no actions, suits or proceedings pending or to the knowledge of the Dealer Manager, threatened against the Dealer Manager at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which could be reasonably expected to have a material adverse effect on the Dealer Manager or the ability of the Dealer Manager to perform its obligations under this Agreement or to participate in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with contemplated by the Prospectus. 3.9 The execution and delivery of this Dealer Manager Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Dealer Manager Agreement by the Dealer Manager will not conflict with or constitute a default under any operating agreement or other similar agreement, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Dealer Manager Agreement may be limited under applicable securities laws. 3.10 The Dealer Manager has full legal right, power and authority to enter into this Dealer Manager Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Dealer Manager Agreement may be limited under applicable securities laws. 3.11 Except for Participating Dealer Agreements, no agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of any Shares purchased by such person. 3.12 The Dealer Manager represents and warrants to the Company that it will not represent or imply that the escrow agent, as identified in the Prospectus, has investigated the desirability or advisability of investment in the Company, or has approved, endorsed or passed upon the merits of the Shares or the Company, nor will they use the name of said escrow agent in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgement that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of 230,000,000 Shares through Dealers, all of whom shall be members of the Financial Industry Regulatory Authority, Inc. (FINRA). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member in good standing of FINRA and that FINRA; (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect ; and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules, and the USA PATRIOT Act of 2001, reasonably expected to detect and cause the Dealer Manager’s participation reporting of suspicious transactions in connection with the distribution sale of Shares of the Shares in Company. The Dealer Manager agrees to be bound by the Offeringterms of the Escrow Agreement executed as of [ ], including with respect to its engagement of one or more Sub-Dealer Managers2008 among [ ], as escrow agent, the Dealer Manager agrees to comply in all material respects with and the applicable requirements Company, a copy of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended which is enclosed (the “Exchange ActEscrow Agreement”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable 3.2 Promptly after the initial Effective Date effective date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants Dealers will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. 3.3 Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to as compensation for the limitations set forth in Section 3.f. belowservices rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a stockholder servicing fee with respect to sales selling commissions in the amount of Class S and Class D shares and an investment professional stockholder servicing fee and 7.0% of the gross proceeds of the Shares sold plus a dealer stockholder servicing manager fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion amount of 2.0% of the Servicing Fee to (a) any Dealers who sold gross proceeds of the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowanceShares sold; provided, however, that upon there shall be no selling commissions and no dealer manager fees paid for sales of Shares under the date when Company’s distribution reinvestment plan. Notwithstanding the foregoing, no commissions, payments or amount whatsoever will be paid to the Dealer Manager is notified that under this Section 3.3 unless or until the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion gross proceeds of the Servicing Fee or a servicing dealer with respect Shares sold are disbursed to Class D shares is no longer the broker-dealer of record with respect Company pursuant to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all paragraph [3] of the conditions Escrow Agreement. Until the Required Capital or the Pennsylvania Required Capital (as applicable and as defined in its applicable agreement for the receipt of Escrow Agreement) is obtained, investments will be held in escrow and, if the Servicing FeeRequired Capital or the Pennsylvania Required Capital (as applicable) is not obtained, then such Dealer or servicing dealer’s entitlement investments will be returned to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, investors in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicableProspectus. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee commissions to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoingabove, at the discretion of the Companyits discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees commissions to Offering Participants or Servicing such Dealers on behalf of the Dealer Manager without incurring any liabilityliability therefore. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 3.4 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. 3.5 The Dealer Manager Parties shall use and all Offering Participantsdistribute, in conjunction with the offer and sale of any Shares, only the Prospectus and such sales literature and advertising as shall have been previously approved in writing by the Company. 3.6 The Dealer Manager and the Dealers shall cause Shares to be offered and sold only in those jurisdictions specified in writing by the Company for whose account Shares are then offered for sale, and all such list of jurisdictions shall be updated by the Company as additional states are added. The Company shall specify only such jurisdictions in which the offering and sale of its Shares has been authorized by appropriate state regulatory authorities. No Shares shall be offered or sold for the account of the Company in any other broker-dealers effecting transactions states. 3.7 The Dealer Manager represents and warrants to the Company that it will not represent or imply that the escrow agent, as identified in the Shares on behalf Prospectus, has investigated the desirability or advisability of Offering Participantsinvestment in the Company, will offer and sell or has approved, endorsed or passed upon the merits of the Shares at or the public offering prices per share as determined Company, nor will it use the name of said escrow agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Broker-Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell procure subscribers for the Offered Shares primarily through during the Offering Participants Period. It is expressly understood between the Dealer Manager and the Adviser that the Dealer Manager may cooperate with respect to the offering and sale of the Offered Shares with other broker dealers who are registered as broker dealers with the SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct offers and sales of the Offered Shares, or with broker dealers exempt from all such registration requirements. Such other Participating Broker-Dealers may be retained by the Dealer Manager as brokers on said terms and conditions set forth identical or similar to this Agreement and shall receive such rates of compensation as are agreed to between the Dealer Manager and the respective other Participating Broker-Dealers and as are in accordance with the terms of the Registration Statement. 4.2 The Dealer Manager represents to the Corporation that (i) it is a member of FINRA in good standing, (ii) it and its employees and representatives are properly registered and licensed as required by any applicable law, rule, or regulation to act under this Agreement, and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Corporation, to provide an annual certification to the Corporation that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.3 With respect to its participation and the participation by each Participating Broker-Dealer in the Prospectus offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to NASD Rule 2340, FINRA Rule 2310 (including the obligations with respect to each Offering disclosure of certain information relating to liquidity and any additional terms or conditions specified in Schedule 2 marketability of prior programs pursuant to this AgreementFINRA Rules 2310(b)(3)(D)) and 5141, and NASD Rule 2420 therein (each, as it may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Offered Shares. The Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Participating Broker-Dealer’s participation in any resales or transfers of the Offered Shares. In addition, the Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Participating Broker-Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.4 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the account of the Corporation in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Company Corporation that it is a member in good standing of FINRA will not use any sales literature not authorized and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to approved by the Dealer Manager’s participation in the distribution Corporation or use any “broker-dealer use only” or “advisor use only” materials with members of the Shares public in connection with offers or sales or the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Offered Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager agrees, and will not make any recommendations cause the Participating Broker-Dealers to retail investors that would subject the Dealer Manager each agree, to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering and sale of the Offered Shares upon request of the Company Corporation at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the CompanyCorporation. c. 4.5 [In consideration for the services rendered by the Dealer Manager, the Corporation agrees that it will pay to the Dealer Manager: (a) Subject to volume discounts and other the special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, amended and restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. 4.5(b) below, the Company Corporation will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S shares and Class D shares (the “Servicing Fee”) and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect the Dealer Manager may permit Participating Broker-Dealers to Class T sharescharge transaction or other fees, including upfront placement fees or brokerage commissions, all as described in Schedule 2 to this Agreement (the “Servicing Fee”)Agreement. The Company Corporation will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may [will reallow all or a portion portion] of the Servicing Fee to (a) any Participating Broker-Dealers who sold the Class T, Class S shares or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Broker-Dealer Agreement with such Participating Broker-Dealer provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Agreement related to such reallowance. Notwithstanding the foregoing, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise subject to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of the Prospectus, at such agreement related to such reallowance; provided, however, that upon time as the date when the Dealer Manager is notified that the Participating Broker-Dealer who sold the Class T, Class S shares or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S shares or Class D Shares shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer Participating Broker-Dealer no longer satisfies any or all of the conditions in its applicable agreement Participating Broker-Dealer Agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealerthe Participating Broker-Dealer’s entitlement to the Servicing Fees related to such Class T, Class S shares and/or Class D shares, as applicable, shall ceasecease in, and such the Participating Broker-Dealer or servicing dealer shall not receive the Servicing Fee for for, that month or any portion of the month in which it is not eligible on the last day of the month; providedthereof (i.e., however, if there is a change in the broker-dealer of record Servicing Fees are payable with respect to the Class T, Class S or Class D shares, an entire month without any proration). Participating Broker-Dealer transfers will be made effective as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion start of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion first business day of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of recorda month. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S shares and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Broker-Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Broker-Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are The Participating Broker-Dealer is not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may will also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. (b) The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissionstransaction or other fees, dealer manager including any upfront placement fees or brokerage commissions charged by the Participating Broker-Dealers, and Servicing Fees paid with respect to the shares held by such stockholder within such account would exceed, in the aggregate, 8.75% ten percent (10%) of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP our distribution reinvestment plan with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, each such Class T share, Class S share or Class D share (shall automatically and without any shares issued under action on the DRIP with respect thereto) held in a stockholder’s account will part of the holder thereof convert into a number of Class I shares (including any fractional shares) ), each with an equivalent aggregate NAV net asset value per share as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an the Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I sharesliquidity event, or (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such the Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager feesany upfront placement fees or brokerage commissions charged by Participating Broker-Dealers, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Offered Shares sold in such the Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the CompanyCorporation’s common stock issued (publicly or privately) by the Company Corporation during the term of a particular the Offering, and not issued pursuant to a prior Offeringoffering, shall be underwriting compensation with respect to such particular the Offering and not with respect to any other Offeringoffering. g. 4.6 The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Broker-Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants Participating Broker-Dealer or Servicing Dealers, as applicable. The Company Corporation will not be liable or responsible to any Offering Participant Participating Broker-Dealer or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant Dealer or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants Participating-Broker Dealers and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Companyabove, the Company Corporation, in its sole discretion, either directly or through the Escrow Agent or such other agent appointed by it, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing such Participating Broker-Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3liability therefor. Further, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties is not responsible for all items of underwriting compensation referenced in the Prospectusany transaction or other fees, to the extent the Prospectus indicates that they will be paid including upfront placement fees or brokerage commissions, charged by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRAParticipating Broker Dealers.] i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 4.7 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company Corporation, the Adviser and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Corporation by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. k. 4.8 The Dealer Manager Parties represents and all Offering Participants, warrants to the Corporation and all other broker-dealers effecting transactions the Adviser that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Corporation, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Corporation, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said Escrow Agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Participating Broker-Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell procure subscribers for the Offered Shares primarily through during the Offering Participants Period. It is expressly understood between the Dealer Manager and the Adviser that the Dealer Manager may cooperate with respect to the offering and sale of the Offered Shares with other broker dealers who are registered as broker dealers with the SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct offers and sales of the Offered Shares, or with broker dealers exempt from all such registration requirements. Such other participating broker dealers may be retained by the Dealer Manager as brokers on said terms and conditions set forth identical or similar to this Agreement and shall receive such rates of compensation as are agreed to between the Dealer Manager and the respective other participating broker dealers and as are in accordance with the terms of the Registration Statement. 4.2 The Dealer Manager represents to the Corporation that (i) it is a member of FINRA in good standing, (ii) it and its employees and representatives are properly registered and licensed as required by any applicable law, rule, or regulation to act under this Agreement, and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Corporation, to provide an annual certification to the Corporation that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.3 With respect to its participation and the participation by each Participating Broker-Dealer in the Prospectus offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to NASD Rule 2340, FINRA Rule 2310 (including the obligations with respect to each Offering disclosure of certain information relating to liquidity and any additional terms or conditions specified in Schedule 2 marketability of prior programs pursuant to this AgreementFINRA Rules 2310(b)(3)(D)) and 5141, and NASD Rule 2420 therein (each, as it may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Offered Shares. The Dealer Manager represents agrees, and each Participating Broker-Dealer shall have agreed, to the Company that it is a member in good standing of FINRA comply and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including shall comply with any applicable requirements with respect to its engagement of one and each Participating Broker-Dealer’s participation in any resales or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements transfers of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Offered Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Participating Broker-Dealer will cease receiving fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.4 The Dealer Manager shall cause the Servicing Fee on Class T sharesOffered Shares to be offered and sold only in the Qualified Jurisdictions, Class S shares and Class D shares in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the account of the Corporation in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Corporation that it will not use any sales literature not authorized and approved by the Corporation or use any “broker-dealer use only” or “advisor use only” materials with members of the public in connection with an offers or sales or the Offered Shares. The Dealer Manager agrees, and will cause the Participating Broker-Dealers to each agree, to suspend or terminate offering and sale of the Offered Shares upon request of the Corporation at any time and to resume offering and sale of the Offered Shares upon subsequent request of the Corporation. 4.5 In consideration for the services rendered by the Dealer Manager, the Corporation agrees that it will pay to the Dealer Manager: (a) except as described in the Prospectus, upfront selling commissions and dealer manager fees applicable to the total public offering price of Offered Shares of up to 5.0% of the price per share from the sale of Offered Shares.The sales load includes up to 3.0% of the price per share for up-front selling commissions (the “Up-Front Selling Commissions”) and up to 2.0% of the price per share for dealer manager fees (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) . For these purposes, a “sale of Offered Shares” shall occur following the release from escrow of the Minimum Offering (i.e.proceeds, and, if and only if, a transaction has closed with a securities purchased pursuant to all applicable offering and subscription documents, and the Registration Statement for such Offering) upon Corporation has thereafter distributed the earlier Upfront Selling Commission to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources Dealer Manager in connection with such Offeringtransaction. See Schedule 1 of the Participating Broker-Dealer Agreement for further details regarding the Selling Commissions.; and 4.6 The Dealer Manager represents and warrants to the Corporation that, including to the extent required by a Participating Broker-Dealer Agreement with a Participating Broker-Dealer, Dealer Manager or its affiliates will pay such Participating Broker-Dealer: (a) additional selling commissions, commissions (the “Additional Selling Commissions,”) of up to 1.0% of the net asset value per share per year of Offered Shares sold; and (b) a dealer manager fees, concession (the Servicing Fee and other underwriting compensation, is equal “Dealer Manager Concession”) at the time of such sale of up to ten percent (10%) 3.0% of the gross proceeds received from Primary Shares sold in such Offering, as determined in good faith by the allocated sale of Offered Shares. No Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing Concession will be payable to Participating Broker-Dealer with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect Offered Shares sold to any other Offering“benefit plan investor” as that term is defined in ERISA § 3(42), 29 U.S.C. § 1003(42). g. 4.7 The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company Corporation will not be liable or responsible to any Offering Participant or Servicing Participating Broker-Dealer for direct payment of commissions, Selling Commissions or any reallowance of dealer manager fees or the Servicing Fee Additional Selling Commissions to such Offering Participant or Servicing Participating Broker-Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions all such of Selling Commissions or any reallowance of dealer manager fees or the Servicing Fee Additional Selling Commissions to Offering Participants and Servicing Participating Broker-Dealers. Notwithstanding the foregoing, at the discretion of the Companyabove, the Company Corporation, in its sole discretion, either directly or through the Escrow Agent or such other agent appointed by it, may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees Selling Commissions to Offering Participants or Servicing such Participating Broker-Dealers on behalf of without incurring any liability therefor. The Selling Commissions and Additional Selling Commissions payable to the Dealer Manager without incurring with respect to any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they Offered Shares sold will be paid or offered promptly following the acceptance of subscribers for such Offered Shares as stockholders by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRACorporation. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectus. 4.8 The Dealer Manager shall obtain from any Offering Participant and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company Corporation, the Adviser and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Corporation by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. k. 4.9 The Dealer Manager Parties represents and all Offering Participants, warrants to the Corporation and all other broker-dealers effecting transactions the Adviser that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Corporation, or has approved, endorsed or passed upon the merits of the Offered Shares on behalf or the Corporation, nor will the Dealer Manager use the name of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined said Escrow Agent in accordance any manner whatsoever in connection with the Prospectusoffer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Fund (provided that, to the extent representations and warranties of the Fund are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 5.1 The Fund hereby appoints the Dealer Manager as its agent and principal distributor to solicit and to cause Participating Broker-Dealers to solicit subscriptions for the purpose of selling for cash Offered Shares at the subscription price to be paid in accordance with, and otherwise upon the public up to the maximum amount of Shares other terms and conditions set forth in the Prospectus (subject to the Company’s right of reallocationin, as described in the Prospectus) primarily through , Participating Broker-Dealer Agreement and the Offering Participants. The Company hereby expressly authorizes Investor Application, and the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell procure subscribers for the Offered Shares. It is expressly understood between the Dealer Manager and the Fund that the Adviser and Dealer Manager may cooperate with respect to the offering and sale of the Offered Shares primarily through with other broker dealers who are registered as broker dealers with the Offering Participants SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct offers and sales of the Offered Shares, or with broker dealers exempt from all such registration requirements. Such other participating broker dealers may be retained by the Dealer Manager as brokers on said terms and conditions set forth identical or similar to this Agreement and shall receive such rates of compensation as are agreed to between the Dealer Manager and the respective other participating broker dealers and as are in accordance with the Prospectus with respect terms of the Registration Statement. 5.2 The Dealer Manager represents to each Offering the Fund that (i) it is a member of FINRA in good standing, (ii) it and its employees and representatives are properly registered and licensed as required by any additional terms applicable law, rule, or conditions specified in Schedule 2 regulation to act under this Agreement, and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. In addition, the Dealer Manager represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Fund, to provide an annual certification to the Fund that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 5.3 With respect to its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall have agreed, to comply and shall comply with all the applicable requirements under the Securities Act, the Exchange Act, conduct rules of FINRA or its predecessor, the National Association of Securities Dealers, Inc. (specifically including, but not in any way limited to FINRA Rules 2040, 2231, 2341 and 5141 therein (each, as may be amended from time to time), and any other applicable foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency in offering and selling the Offered Shares. The Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Participating Broker-Dealer’s participation in any resales or transfers of the Offered Shares. Such compliance includes submitting initial filings and all subsequent responses required through FINRA’s Public Offering System on behalf of the Fund. In addition, the Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Participating Broker-Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 5.4 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities. The Dealer Manager shall ensure that no Offered Shares are offered or sold for the account of the Fund in any other jurisdictions. The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to prospective investors if accompanied or preceded by the Prospectus. The Dealer Manager represents and warrants to the Company Fund that it is a member in good standing of FINRA will not use any sales literature not authorized and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to approved by the Dealer Manager’s participation in the distribution Fund or use any “broker-dealer use only” or “advisor use only” materials with members of the Shares public in connection with offers or sales or the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Offered Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager agrees, and will not make any recommendations cause the Participating Broker-Dealers to retail investors that would subject the Dealer Manager each agree, to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering and sale of the Offered Shares upon request of the Company Fund at any time and will to resume offering and sale of the Offered Shares upon subsequent request of the CompanyFund. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under 5.5 In consideration for the caption “Plan of Distribution” in services rendered by the Prospectus, which may be amended, restated or supplemented from time to timeDealer Manager, the Company Fund agrees that it will pay to the Dealer Manager selling commissions the compensation set forth in connection Exhibit 2 with sales respect to (i) a sale of Class T Primary SharesOffered Shares by a Participating Broker-Dealer through a Participating Broker-Dealer Agreement; and (ii) a purchase of Offered Shares by a client of a selected investment advisor (the “SIA”) through a Selected Investment Advisor Agreement (the “Selected Investment Advisor Agreement”), Class S Primary Shares and Class D Primary Shares, attached as described in Schedule 2 Exhibit 3 to this Agreement. The applicable selling commissions payable to In accordance with the Participating Broker-Dealer Agreement, the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Servicing Fee distribution and/or service fees, upfront selling commissions (the “Up-Front Selling Commissions”) and dealer manager fees (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) to (a) any Dealers who sold Participating Broker-Dealers. For these purposes, a “sale of Offered Shares” shall occur following the Class Trelease from escrow of the Offering proceeds, Class S or Class D shares giving rise and, if and only if, a transaction has closed with securities purchased pursuant to a portion all applicable offering and subscription documents, and the Fund has thereafter distributed the Selling Commission to the Dealer Manager in connection with such transaction. See Schedule 1 of such Servicing Fee the Participating Broker-Dealer Agreement for further details regarding the Selling Commissions. Any amounts of Selling Commissions not reallowed to the extent provided in the Participating Broker-Dealer Agreement shall be retained by the Dealer Manager. The Dealer Manager is responsible for making reallowance payments to Participating Broker-Dealers. The Fund may sell shares directly in its sole discretion and no compensation shall be payable or owing to the Dealer Manager in connection with such direct sales. In connection with purchases of shares pursuant to our distribution reinvestment plan or direct sales as described in the Plan of Distribution, the Up-Front Selling Commissions and Dealer provides for such a reallowance Manager Fees will not be paid. 5.6 The Dealer Manager represents and such Dealer is in compliance with warrants to the terms of such Participating Dealer Agreement related to such reallowanceFund that, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent required by a Participating Broker-Dealer Agreement, Dealer Manager or its affiliates will compensate such Participating Broker-Dealer in accordance with the agreement between Fund’s Prospectus and the applicable Participating Broker-Dealer Agreement. 5.7 The Fund shall pay the Dealer Manager, or among through the Dealer Manager, the brokerParticipating Broker-dealer of record/custodian and/or the Selected RIA Dealers, for due diligence or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made review fees charged in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books conducting due diligence required to carry out responsibilities under this Amended and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Restated Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Manager Agreement or similar agreement with the Participating Broker-Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Dealer Manager will cease receiving the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) Fund shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties Participating Broker-Dealers for reasonable bona fide out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Offering Participant as described Participating Broker-Dealer and their personnel when visiting the Fund’s offices to verify information relating to the Fund or Offered Shares. The Fund shall also reimburse the Dealer Manager for filing fees in connection with FINRA filings made on behalf of the ProspectusFund. The Dealer Manager or any Participating Broker-Dealer shall obtain from any Offering Participant and provide to the Company Fund a detailed and itemized invoice for any such due diligence or filing expenses. Notwithstanding anything contained herein . 5.8 In no event shall the total aggregate underwriting compensation payable to the contraryDealer Manager and any Participating Broker-Dealer participating in the Offering, no payments or reimbursements made including, but not limited to, Dealer Manager Fee and the Selling Commissions, exceed such amount permitted by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesFINRA Rule 2341, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Associationamended, Inc. (as amended modified or supplemented from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. 5.9 The Dealer Manager Parties represents and warrants to the Company Fund and each person and firm that signs the Registration Statement that the information under regarding the caption “Plan of Distribution” Offering in the Prospectus and all other information furnished to the Company Fund by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. k. 5.10 The Dealer Manager Parties represents and all Offering Participants, and all other broker-dealers effecting transactions warrants to the Fund that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Fund, or has approved, endorsed or passed upon the merits of the Offered Shares or the Fund, nor will the Dealer Manager use the name of said Escrow Agent in any manner whatsoever in connection with the offer or sale of the Offered Shares other than by acknowledgment that it has agreed to serve as escrow agent. 5.11 The Dealer Manager shall provide to the Fund timely copies of all correspondence with FINRA (through FINRA’s Public Offering System, email or other forms of communication) on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the ProspectusFund.

Obligations and Compensation of Dealer Manager. a. The Company Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows: 4.1 The Corporation hereby appoints the Dealer Manager as its exclusive agent and principal distributor for during the purpose period commencing with the date hereof and ending on the termination date of selling for cash to the public up to Offering (the maximum amount of Shares set forth “Termination Date”) described in the Prospectus (subject the “Offering Period”) to solicit and to cause Selected Dealers to solicit subscriptions for the Company’s right of reallocationOffered Shares at the subscription price to be paid in accordance with, as described in and otherwise upon the Prospectus) primarily through other terms and conditions set forth in, the Offering Participants. The Company hereby expressly authorizes Prospectus and the Subscription Agreement, and the Dealer Manager agrees to engage one or more Sub-use its best efforts to procure subscribers for the Offered Shares during the Offering Period. The Offered Shares offered and sold through the Dealer Managers Manager under this Agreement shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Selected Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in connection good standing, pursuant to an executed Selected Dealer Agreement with the performance of its roles and responsibilities as agent and distributor set forth hereundersuch Selected Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Offered Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company Corporation that (i) it is a member of FINRA in good standing of FINRA and that standing, (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the Dealer Manager’s participation in USA Patriot Improvement and Reauthorization Act of 2005 (the distribution “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the Shares International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the Offering, including with respect to its engagement offering and sale of one or more Sub-Dealer Managersthe Offered Shares. In addition, the Dealer Manager agrees represents that it has established and implemented a program for compliance with Executive Order 13224 and all regulations and programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. The Dealer Manager further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Corporation, to provide an annual certification to the Corporation that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. 4.2 With respect to its participation and the participation by each Selected Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Selected Dealer Agreement, each Selected Dealer shall have agreed, to comply in all material respects and shall comply with the any applicable requirements of the Securities Act, the Rules and RegulationsExchange Act, the Securities Exchange Act of 1934rules promulgated under each, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulationslaws, and the rules of FINRA applicable to the OfferingRules, from time to time in effect, specifically including, without limitationbut not in any way limited to, FINRA Rules 20402340 and 2310 (including the obligations with respect to disclosure of certain information relating to liquidity and marketability of prior programs pursuant to FINRA Rule 2310(b)(3)(D)), 2111and NASD Rules 2420, 23102740, 5110 and 51412750 therein. The Dealer Manager will not make agrees, and each Selected Dealer shall have agreed, to comply and shall comply with any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest. b. As soon as practicable after the initial Effective Date of the Registration Statement, but in no event prior to the Company instructing the Dealer Manager and the Offering Participant to commence such Offering, the Dealer Manager Parties and the Offering Participants shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager Parties and the Offering Participants will immediately suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. c. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares, as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares, Class S Primary Shares and Class D Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares, Class S Primary Shares or Class D Primary Shares giving rise to such selling commissions, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required selling commissions as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. d. Subject to volume discounts and other special circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Participating Dealer Agreement entered into with each such Dealer. The Dealer Manager shall not be responsible to the Company for failure by a Dealer to return any required dealer manager fees as set forth in Section “VI. Right to Reject Orders or Cancel Sales” in the Participating Dealer Agreement. e. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a stockholder servicing fee requirements with respect to sales of Class S its and Class D shares and an investment professional stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T shares, all as described each Selected Dealer’s participation in Schedule 2 to this Agreement (the “Servicing Fee”). The Company will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all any resales or a portion transfers of the Servicing Fee to (a) any Dealers who sold the Class T, Class S or Class D shares giving rise to a portion of such Servicing Fee to the extent the Participating Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Participating Dealer Agreement related to such reallowance, or (b) the broker-dealer of record/custodian for any Selected RIA or Selected Institution whose clients purchased Class D shares (each a “servicing dealer”) giving rise to a portion of such Servicing Fee to the extent the agreement between or among the Dealer Manager, the broker-dealer of record/custodian and/or the Selected RIA or Selected Institution, as applicable, provides for such a reallowance and such parties are in compliance with the terms of such agreement related to such reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D shares giving rise to a portion of the Servicing Fee or a servicing dealer with respect to Class D shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Dealer, Selected RIA, Selected Institution or servicing dealer no longer satisfies any or all of the conditions in its applicable agreement for the receipt of the Servicing Fee, then such Dealer or servicing dealer’s entitlement to the Servicing Fees related to such Class T, Class S and/or Class D shares, as applicable, shall cease, and such Dealer or servicing dealer shall not receive the Servicing Fee for any portion of the month in which it is not eligible on the last day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D shares on the Company’s books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer or servicing dealer shall be entitled to a pro rata portion of the Servicing Fees related to the Class T, Class S and/or Class D shares, as applicable, for the portion of the month for which the Dealer or servicing dealer was the broker-dealer or custodian of record. Thereafter, such Servicing Fees may be reallowed to the then-current broker-dealer of record of the Class T, Class S and/or Class D shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Participating Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Offering Participants are not entitled to any Servicing Fee with respect to Class I shares. The Dealer Manager may also reallow some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Shares (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement. For the avoidance of doubt, (i) the Dealer Manager may waive the Servicing Fee to the extent Dealer or Servicing Dealer no longer provides services with respect to the Shares and (ii) the Company agrees that it will not deem the Dealer Manager to be the broker-dealer of record in situations described in this Section 3.e unless expressly agreed to in writing by the Dealer Manager. f. The Dealer Manager shall cease receiving the Servicing Fee with respect to any Class T share, Class S share or Class D share purchased in the Primary Offering and held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees and Servicing Fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such primary shares (including the gross proceeds of any shares issued under the DRIP with respect thereto), or, solely with respect to Class T shares, a lower limit as set forth in the Participating Dealer Agreement between the Dealer Manager and the applicable Dealer in effect on the date upon which such Class T shares were sold. At the end of such month, such Class T share, Class S share or Class D share (and any shares issued under the DRIP with respect thereto) held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such shareOffered Shares. In addition, the Dealer Manager will cease receiving agrees, and each Selected Dealer shall have agreed, that should it or they assist with the Servicing Fee on Class T shares, Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur resale or transfer of the following: (i) a listing Offered Shares, it and each Selected Dealer will fully comply with all applicable FINRA or Commission Rules or any other applicable Federal or state laws. 4.3 The Dealer Manager shall cause the Offered Shares to be offered and sold only in the Qualified Jurisdictions, and in such additional jurisdictions as may be added thereto in which the offering and sale of Class I shares, (ii) Offered Shares has been authorized by appropriate state regulatory authorities. No Offered Shares shall be offered or sold for the merger or consolidation account of the Company with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets Corporation in each case in a transaction in which stockholders receive cash and/or securities listed on a national stock exchange or (iii) the date following the completion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, dealer manager fees, the Servicing Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Dealer Manager in its sole discretion. For purposes of this Agreement, the portion of the Servicing Fee accruing with respect to publicly registered Class T shares, Class S shares and Class D shares of the Company’s common stock issued by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g. The terms of any reallowance of selling commissions, dealer manager fees and the Servicing Fee shall be set forth in the Participating Dealer Agreement, any agreement with a Selected RIA, Selected Institution Agreement or Servicing Agreement entered into with the Offering Participants or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Offering Participant or Servicing Dealer for direct payment of commissions, or any reallowance of dealer manager fees or the Servicing Fee to such Offering Participant or Servicing Dealer, as applicable, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of dealer manager fees or the Servicing Fee to Offering Participants and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of commissions, dealer manager fees or Servicing Fees to Offering Participants or Servicing Dealers on behalf of the Dealer Manager without incurring any liability. h. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or BentallGreenOak (U.S.) Limited Partnership (the “Adviser”) shall reimburse the Dealer Manager Parties for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA. i. In addition to reimbursement as provided under Section 3.h., and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Dealer Manager Parties for reasonable bona fide due diligence expenses incurred by any Offering Participant as described in the Prospectusjurisdictions. The Dealer Manager shall obtain from use and distribute in conjunction with the offer and sale of any Offering Participant Offered Shares only the Prospectus and provide the Authorized Sales Materials. The Authorized Sales Materials may only be furnished to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments prospective investors if accompanied or reimbursements made preceded by the Company with respect to a particular Offering hereunder shall cause total organization and offering expensesProspectus, as defined under the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (as amended from time to time, the “NASAA Guidelines”), and FINRA rules, to exceed 15% of gross proceeds from such Offering. j. The Dealer Manager Parties represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager Parties in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. k. The Dealer Manager Parties and all Offering Participants, and all other broker-dealers effecting transactions in the Shares on behalf of Offering Participants, will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.Section 1.1