Common use of Participating Broker-Dealer’s Compensation Clause in Contracts

Participating Broker-Dealer’s Compensation. Except as described in the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallow. For purposes of Schedule 1, a “sale of Offered Shares” shall occur following the release from escrow of the 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 Fund has thereafter distributed the Up-Front Selling Commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions from the Fund. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions payable is limited solely to the proceeds received associated therewith. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Fund is not liable or responsible for the direct payment of such Selling Commissions to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clients.

Participating Broker-Dealer’s Compensation. Except as Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares and Class T Primary Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% of the NAV per Class A Shares and Class T Shares sold as provided in Schedule 1Primary Shares calculated after the close of business on such day, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. The up-front sales load provided in Schedule 1 includes an up-front No selling commission (is payable in connection with sales of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager case may reallowbe. For purposes of Schedule 1these purposes, a Class A Primary Shares and Class T Primary Shares shall be deemed “sale of Offered Sharessold” shall occur following by the release from escrow of the Offering proceeds, and Participating Broker-Dealer if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Fund Company has thereafter distributed the Up-Front Selling Commission selling commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions selling commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the selling commission from the Fund. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions payable is limited solely to the proceeds received associated therewithCompany. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar is limited solely to the Offered Shares, that selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 sale of the Dealer Manager Agreement, and that the Fund is not liable Class A Shares or responsible for the direct payment of such Selling Commissions to Participating Broker-Dealer. In addition, Class T Shares sold as set forth in the Prospectus, the Fund may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersPrimary Shares. Participating Broker-Dealer shall provide be responsible for implementing the volume discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A Shares or Class T Shares, as applicable, as a detailed and itemized invoice part of a combined order for any such due diligence expenses. Notwithstanding anything to the contrary above, purpose of qualifying for discounts or fee waivers as described in the parties agree that “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer shall not Dealer, and any resulting reduction in selling commissions will be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for prorated among the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientssubscribers.

Participating Broker-Dealer’s Compensation. Except as Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares sold by Participating Broker-Dealer which it is as provided in Schedule 1authorized to sell hereunder is 3% of the total price per Class A Primary Share (NAV per Class A share plus selling commission) calculated after the close of business on such day, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. The up-front sales load provided in Schedule 1 includes an up-front No selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together is payable with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowrespect to sales of Class W Primary Shares. For purposes of Schedule 1these purposes, a “sale of Offered Class A Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares. Participating Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class A shares as a part of a combined order for the purpose of qualifying for discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager will reallow all of the distribution fee described in the Prospectus (the “Distribution Fee”) to Participating Broker-Dealer as marketing fees or to defray other distribution-related expenses. The Dealer Manager may also reallow a portion of the dealer manager fee described in the Prospectus (the “Dealer Manager Fee”) equal to an amount up to 1/365th of 0.20% of the Company’s NAV for such day. The reallowance of the Dealer Manager Fee, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Broker-Dealer, the assistance of Participating Broker-Dealer in marketing the Offering and due diligence expenses incurred, the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that Participating Broker-Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Broker-Dealer will not be entitled to receive selling commissions, Dealer Manager Fees and Distribution Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees (as defined in the Dealer Manager Agreement) and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering. The Dealer Manager’s reallowance of Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer shall be described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees no selling commissions will be payable and no Dealer Manager Fees or Distribution Fees will begin to accrue until the date upon which the Company has received associated therewithand accepted subscriptions for the Minimum Offering and the Escrow Agent has released the proceeds from the Escrow Account to the Company. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever selling commissions will be paid to Participating Broker-Dealer in respect of the purchase sale of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that the foregoing underwriting compensationselling commissions, including the Selling Commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation selling commissions, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII hereinbelow, and that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund may Dealer Manager will reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer expenses and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares, Class T Primary Shares, Class S Primary Shares and Class T2 Primary Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% of the NAV per Class A, Class T, Class S and Class T2 Shares, respectively, sold as provided in Schedule 1Primary Shares calculated after the close of business on such day, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. The up-front sales load provided in Schedule 1 includes an up-front No selling commission (is payable in connection with sales of any Class I, Class N or Class M-I Shares sold as Primary Shares or any DRIP Shares, as the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager case may reallowbe. For purposes of Schedule 1these purposes, a Class A Primary Shares, Class T Primary Shares, Class S Primary Shares and Class T2 Primary Shares shall be deemed “sale of Offered Sharessold” shall occur following by the release from escrow of the Offering proceeds, and Participating Broker-Dealer if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Fund Company has thereafter distributed the Up-Front Selling Commission selling commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions selling commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the selling commission from the Fund. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions payable is limited solely to the proceeds received associated therewithCompany. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar is limited solely to the Offered Shares, that selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 sale of the Dealer Manager AgreementClass A, and that the Fund is not liable Class T, Class S or responsible for the direct payment of such Selling Commissions to Participating Broker-Dealer. In addition, Class T2 Shares sold as set forth in the Prospectus, the Fund may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersPrimary Shares. Participating Broker-Dealer shall provide be responsible for implementing the volume discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A, Class T, Class S or Class T2 Shares, as applicable, as a detailed and itemized invoice part of a combined order for any such due diligence expenses. Notwithstanding anything to the contrary above, purpose of qualifying for discounts or fee waivers as described in the parties agree that “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer shall not Dealer, and any resulting reduction in selling commissions will be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for prorated among the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientssubscribers.

Participating Broker-Dealer’s Compensation. Except as Subject to waivers, volume discounts or other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer Dealer’s selling commissions applicable to its sales of Primary Shares that it is as provided in Schedule 1. The up-front sales load provided authorized to sell hereunder are described in Schedule 1 includes an up-front to this Agreement. No selling commission (commissions are payable with respect to sales of any shares issued as a result of the “Up-Front Selling Commissions”) and dealer manager fee (reinvestment of any distributions pursuant to the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowDRIP. For purposes of Schedule 1these purposes, a “sale of Offered Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission any commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Primary Shares as described in Schedule 1 to this Agreement. Participating Broker-Dealer shall be responsible for implementing appropriate volume discounts and other special circumstances where discounted selling commissions may apply, provided that any such arrangement shall be described in or as otherwise permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of the same class of Primary Shares as a part of a combined order for the purpose of qualifying for selling commission discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the Dealer Manager Fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Broker-Dealers that meet certain thresholds of shares under management and certain other metrics. The Dealer Manager may also reallow a portion of the Dealer Manager fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs in connection with the distribution of shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services. Participating Broker-Dealer will not be entitled to any reallowance of Dealer Manager Fees with respect to shares sold in any Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid solely with respect to such Offering equals 10% of the gross proceeds received associated therewithfrom the sale of Primary Shares in such Offering or such other limitation (if any) imposed by FINRA on FINRA members participating in such Offering. The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Broker-Dealer are described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever selling commissions will be paid to Participating Broker-Dealer or reallowed in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that (i) the foregoing underwriting compensation, including the Selling Commissions, selling commissions and Dealer Manager Fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered Primary Shares, that (ii) Participating Broker-Dealer’s interest in the offering any Offering is limited to such compensation from the selling commissions and Dealer Manager Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and that (iii) the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions and Dealer Manager Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares sold by Participating Broker-Dealer which it is as provided in Schedule 1authorized to sell hereunder is 3% of the total price per Class A Primary Share (NAV per Class A share plus selling commission) calculated after the close of business on such day, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. The up-front sales load provided in Schedule 1 includes an up-front No selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together is payable with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowrespect to sales of Class W Primary Shares. For purposes of Schedule 1these purposes, a “sale of Offered Class A Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares. Participating Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class A shares as a part of a combined order for the purpose of qualifying for discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, will reallow all of the distribution fee described in the Prospectus (the “Distribution Fee”) to Participating Broker-Dealer as marketing fees or to defray other distribution-related expenses. The Dealer Manager may also reallow a portion of the dealer manager fee described in the Prospectus (the “Dealer Manager Fee”) equal to an amount up to 1/365th of 0.20% of the Company’s NAV for such day. The reallowance of the Dealer Manager Fee, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Broker-Dealer, the assistance of Participating Broker-Dealer in marketing the Offering and due diligence expenses incurred, the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that Participating Broker-Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Broker-Dealer will not be entitled to receive selling commissions, Dealer Manager Fees and Distribution Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees (as defined in the Dealer Manager Agreement) and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering. The Dealer Manager’s reallowance of Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer shall be described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees no selling commissions will be payable and no Dealer Manager Fees or Distribution Fees will begin to accrue until the date upon which the Company has received associated therewithand accepted subscriptions for the Minimum Offering and the Escrow Agent has released the proceeds from the Escrow Account to the Company. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever selling commissions will be paid to Participating Broker-Dealer in respect of the purchase sale of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that the foregoing underwriting compensationselling commissions, including the Selling Commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation selling commissions, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII hereinbelow, and that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund may Dealer Manager will reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer expenses and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to the waivers, discounts or other special circumstances described in or otherwise disclosed in the Prospectus“Plan of Distribution” section of the Memorandum, the upParticipating Broker-front sales load applicable to the Offered Shares Dealer’s selling commission on each Class D Share sold by Participating Broker-Dealer which it is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling authorized to sell hereunder is up to 1.0% of the NAV per Class D Share calculated after the close of business on the day the subscription agreement is accepted and confirmed by the Company, or if such day is not a business day, calculated after the close of business on the next business day, which commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which will be paid by the Dealer Manager may reallowManager. For purposes of Schedule 1these purposes, a “sale of Offered Class D Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the proceeds commissions received by the Dealer Manager from the Company associated therewithwith Participating Broker-Dealer’s sale of Class D Shares. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever selling commissions will be paid to Participating Broker-Dealer in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that (i) the foregoing underwriting compensation, including the Selling Commissions, selling commissions are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered Primary Shares, (ii) that Participating Broker-Dealer’s interest in the offering Offering is limited to such compensation from the Dealer Manager selling commissions referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and (iii) that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions to Participating Broker-Dealer. In addition, as set forth in the ProspectusMemorandum, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.5% of the NAV per Class A Primary Share calculated after the close of business on the day the subscription agreement is accepted and confirmed by the Company, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commission is payable with respect to sales of Class M Primary Shares or upon sales of any Shares issued as provided in Schedule 1a result of the reinvestment of any distributions pursuant to the DRIP. The upselling commission payable to Participating Broker-front sales load provided Dealer is described in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowto this Agreement. For purposes of Schedule 1these purposes, a “sale of Offered Class A Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares. Participating Broker-Dealer shall be responsible for implementing appropriate volume discounts and other special circumstances where discounted selling commissions may apply, provided that any such arrangement shall be described in or as otherwise permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A Primary Shares as a part of a combined order for the purpose of qualifying for selling commission discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the distribution fee described in the Prospectus (the “Distribution Fee”) to participating broker-dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the distribution of the Class A Shares. As set forth in the Prospectus, the Dealer Manager may also reallow a portion of the dealer manager fee described in the Prospectus (the “Dealer Manager Fee”) to participating broker-dealers that meet certain thresholds of Shares under management and certain other metrics. Participating Broker-Dealer will not be entitled to any reallowance of Distribution Fees or Dealer Manager Fees with respect to Shares sold in the Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering equals 10% of the gross proceeds received associated therewithfrom the sale of Primary Shares or such other limitation (if any) imposed by FINRA or FINRA members participating in the Offering. The Dealer Manager’s reallowance of Distribution Fees and Dealer Manager Fees to Participating Broker-Dealer are described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees that no selling commissions, payments Distribution Fees or amount whatsoever Dealer Manager Fees will be paid to Participating Broker-Dealer or reallowed in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that (i) the foregoing underwriting compensationselling commissions, including the Selling Commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered Primary Shares, (ii) that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the selling commissions, Dealer Manager Fees and Distribution Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and (iii) that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Primary Shares sold by Participating Broker-Dealer which it is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front authorized to sell hereunder is 3% of the total price per Primary Share (NAV per share plus selling commission) calculated after the close of business on such day, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which will be paid by the Dealer Manager may reallowManager. For purposes of Schedule 1these purposes, a “sale of Offered Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow all or a portion of the distribution fee described in the Prospectus (the “Distribution Fee”) to Participating Broker-Dealer as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Broker-Dealer, the assistance of Participating Broker-Dealer in marketing the Offering and due diligence expenses incurred, the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that Participating Broker-Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Broker-Dealer will not be entitled to receive Distribution Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees (as defined in the Dealer Manager Agreement) and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering. The Dealer Manager’s reallowance of Distribution Fees to Participating Broker-Dealer shall be described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees no selling commissions will be payable and no Distribution Fees will begin to accrue until the date upon which the Company has received associated therewithand accepted subscriptions for the Minimum Offering and the Escrow Agent has released the proceeds from the Escrow Account to the Company. Participating Broker-Dealer acknowledges and agrees that no commissions, payments selling commissions or amount whatsoever Distribution Fees will be paid to Participating Broker-Dealer in respect of the purchase sale of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions, selling commissions and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation selling commissions and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII hereinbelow, and that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund may Dealer Manager will reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer acknowledges that the Offered Shares shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, included for the avoidance purposes of doubt, the parties hereto agree that calculating compensation due to Participating Broker-Dealer shall be entitled pursuant to receive any applicable service fees with respect to Consulting Clients. arrangements other than this Agreement between Participating Broker-Dealer shall have and the right to rebate to Consulting Clients Dealer Manager or any service entity controlling, controlled by, or distribution fees received in connect under common control with a Consulting Client, it being understood that Participating Broker-the Dealer will receive separate compensation directly from such Consulting ClientsManager.

Participating Broker-Dealer’s Compensation. Except as Subject to the waivers, discounts or other special circumstances described in or otherwise disclosed in the ProspectusMemorandum, the upParticipating Broker-front sales load applicable to the Offered Shares Dealer’s selling commission on each Unit sold by Participating Broker-Dealer which it is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling commission (authorized to sell hereunder is up to 5.0% of the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” andGross Price per Unit, together with the Up-Front Selling Commissions, the “Selling Commissions”) which will be paid by the Dealer Manager may reallowManager. For purposes of Schedule 1these purposes, a “sale of Offered SharesUnits” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission selling commission to the Dealer Manager in connection with such transaction. The In addition, as set forth in the Prospectus, the Dealer Manager will Manager, in its sole discretion, may reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fee and Investor Servicing Fee (collectively, the “Distribution Fees”) described in the Memorandum to Participating Broker-Dealers that meet certain thresholds of shares under management and certain other metrics. The Dealer Manager may also reallow a portion of the Distribution Fees to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs in connection with the distribution of shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services. The Dealer Manager’s reallowance of Distribution Fees to Participating Broker-Dealer as is provided are described in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that to this Agreement. Participating Broker-Dealer has agreed affirms that the Dealer Manager’s liability for selling commissions and Distribution Fees payable to provide marketing Participating Broker-Dealer is limited solely to the selling commissions and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding Distribution Fees received by the Selling CommissionsDealer Manager from the Company associated with Participating Broker-Dealer’s sale of Units. Participating Broker-Dealer hereby waives any and all rights to receive payment or reallowance of the Selling Commissions selling commissions or Distribution Fees, as applicable, due until such time as the Dealer Manager is in receipt of such Selling Commissions the selling commissions or Distribution Fees, as applicable, from the Fund. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions payable is limited solely to the proceeds received associated therewith. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesCompany. The parties hereby agree that (i) the foregoing underwriting compensation, including the Selling Commissions, selling commissions and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered SharesUnits, (ii) that Participating Broker-Dealer’s interest in the offering Offering is limited to such compensation from the Dealer Manager selling commissions and Distribution Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and (iii) that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the ProspectusMemorandum, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Units shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is % of the NAV per Class A Primary Share calculated after the close of business on the day the subscription agreement is accepted and confirmed by the Company, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commission is payable with respect to sales of Class M Primary Shares or upon sales of any Shares issued as provided in Schedule 1a result of the reinvestment of any distributions pursuant to the DRIP. The upselling commission payable to Participating Broker-front sales load provided Dealer is described in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowto this Agreement. For purposes of Schedule 1these purposes, a “sale of Offered Class A Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares. Participating Broker-Dealer shall be responsible for implementing appropriate volume discounts and other special circumstances where discounted selling commissions may apply, provided that any such arrangement shall be described in or as otherwise permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A Primary Shares as a part of a combined order for the purpose of qualifying for selling commission discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the distribution fee described in the Prospectus (the “Distribution Fee”) to participating broker-dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the distribution of the Class A Shares. As set forth in the Prospectus, the Dealer Manager may also reallow a portion of the Dealer Manager Fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Broker-Dealers that meet certain thresholds of Shares under management and certain other metrics. Participating Broker-Dealer will not be entitled to any reallowance of Distribution Fees or Dealer Manager Fees with respect to Shares sold in the Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering equals 10% of the gross proceeds received associated therewithfrom the sale of Primary Shares or such other limitation (if any) imposed by FINRA on FINRA members participating in the Offering. The Dealer Manager’s reallowance of Distribution Fees and Dealer Manager Fees to Participating Broker-Dealer are described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees that no selling commissions, payments Distribution Fees or amount whatsoever Dealer Manager Fees will be paid to Participating Broker-Dealer or reallowed in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that (i) the foregoing underwriting compensationselling commissions, including the Selling Commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered Primary Shares, (ii) that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the selling commissions, Dealer Manager Fees and Distribution Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and (iii) that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as described in the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and a dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallow). For purposes of Schedule 1, 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 Fund Corporation has thereafter distributed the Up-Front Selling Commission upfront selling commission to the Dealer Manager in connection with such transaction. In addition to the Selling Commissions, the Adviser may pay the Dealer Manager an additional fee (the “Additional Selling Commissions”). Except as described in the Prospectus, the Additional Selling Commissions applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The Dealer Manager will may reallow all or a portion of the distribution and/or service fees, Upsuch amounts to participating broker-Front dealers. The Additional Selling Commissions and will be paid by the Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in or its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing affiliate and due diligence services as set forth in Schedule 1will not be paid by investors. See Schedule 1 for further details regarding the Selling Commissions and Additional Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions from the FundCorporation or the Adviser. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions and Additional Selling Commissions payable is limited solely to the proceeds received receivable associated therewith. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the FundCorporation, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions and Additional Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Fund Corporation is not liable or responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clients.

Participating Broker-Dealer’s Compensation. Except as described in the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and a dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallow). For purposes of Schedule 1, 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 Fund Corporation has thereafter distributed the Up-Front Selling Commission upfront selling commission to the Dealer Manager in connection with such transaction. In addition to the Selling Commissions, the Adviser may pay the Dealer Manager an additional fee (the “Additional Selling Commissions”). Except as described in the Prospectus, the Additional Selling Commissions applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The Dealer Manager will may reallow all or a portion of the distribution and/or service fees, Upsuch amounts to participating broker-Front dealers. The Additional Selling Commissions and will be paid by the Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in or its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing affiliate and due diligence services as set forth in Schedule 1will not be paid by investors. See Schedule 1 for further details regarding the Selling Commissions and Additional Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions from the FundCorporation or the Adviser, as applicable. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions and Additional Selling Commissions payable is limited solely to the proceeds received associated therewith. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the FundCorporation, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions and Additional Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Fund Corporation is not liable or responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clients.

Participating Broker-Dealer’s Compensation. Except as described in the Prospectus, the up-front upfront sales load applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The up-front upfront sales load provided in Schedule 1 includes an up-front upfront selling commission (the “Up-Front Upfront Selling Commissions”) and reallowance of the upfront dealer manager fee (the entire amount of the Upfront Dealer Manager Fee as paid to the Dealer Manager, inclusive of the portion of such upfront dealer manager fee as reallowed by the Dealer Manager to the Participating Broker-Dealer, the “Upfront Dealer Manager Fees” and, the portion of the Upfront Dealer Manager Fee reallowed to the Participating Broker-Dealer together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallow). For purposes of Schedule 1, 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 Fund Corporation has thereafter distributed the Up-Front Selling Commission upfront selling commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow may re-allow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Upfront Dealer Manager Fees received by it to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. In addition to the Selling Commissions, the Adviser may pay the Dealer Manager an additional fee (the “Additional Selling Commissions”). Except as described in the Prospectus, the Additional Selling Commissions applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The Dealer Manager may reallow all or a portion of such amounts to Participating Broker-Dealer in its sole discretion as an ongoing marketing support fee as set forth in Schedule 1, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. The Additional Selling Commissions will be paid by the Dealer Manager or its affiliate and will not be paid by investors. See Schedule 1 for further details regarding the Selling Commissions and Additional Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions or Additional Selling Commissions from the FundCorporation or the Adviser, as applicable. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions and Additional Selling Commissions payable is limited solely to the proceeds received associated therewith. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the FundCorporation, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions and Additional Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Fund Corporation is not liable or responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clients.

Participating Broker-Dealer’s Compensation. Except as Subject to waivers, volume discounts or other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer Dealer’s selling commissions applicable to its sales of Primary Shares that it is as provided in Schedule 1. The up-front sales load provided authorized to sell hereunder are described in Schedule 1 includes an up-front to this Agreement. No selling commission (commissions are payable with respect to sales of any shares issued as a result of the “Up-Front Selling Commissions”) and dealer manager fee (reinvestment of any distributions pursuant to the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowDRIP. For purposes of Schedule 1these purposes, a “sale of Offered Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission any commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Primary Shares as described in Schedule 1 to this Agreement. Participating Broker-Dealer shall be responsible for implementing appropriate volume discounts and other special circumstances where discounted selling commissions may apply, provided that any such arrangement shall be described in or as otherwise permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of the same class of Primary Shares as a part of a combined order for the purpose of qualifying for selling commission discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the Dealer Manager Fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Broker-Dealers that meet certain thresholds of shares under management and certain other metrics. The Dealer Manager may also reallow a portion of the Dealer Manager fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such brokerdealer performs, including ministerial, recordkeeping, sub-accounting, stockholder services and other administrative services. Participating Broker-Dealer will not be entitled to any reallowance of Dealer Manager Fees with respect to shares sold in any Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid solely with respect to such Offering equals 10% of the gross proceeds received associated therewithfrom the sale of Primary Shares in such Offering or such other limitation (if any) imposed by FINRA on FINRA members participating in such Offering. The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Broker-Dealer is described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever selling commissions will be paid to Participating Broker-Dealer or reallowed in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that (i) the foregoing underwriting compensation, including the Selling Commissions, selling commissions and Dealer Manager Fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered Primary Shares, that (ii) Participating Broker-Dealer’s interest in the offering any Offering is limited to such compensation from the selling commissions and Dealer Manager Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and that (iii) the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions and Dealer Manager Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the upParticipating Broker-front sales load Dealer’s selling commission applicable to the Offered total public offering price of Class A Primary Shares sold by Participating Broker-Dealer which it is as provided in Schedule 1authorized to sell hereunder is [ ]% of the total price per Class A Primary Share (NAV per Class A share plus selling commission) calculated after the close of business on such day, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. The up-front sales load provided in Schedule 1 includes an up-front No selling commission (the “Up-Front Selling Commissions”) and dealer manager fee (the “Dealer Manager Fees” and, together is payable with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowrespect to sales of Class M Primary Shares. For purposes of Schedule 1these purposes, a “sale of Offered Class A Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares. Participating Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A shares as a part of a combined order for the purpose of qualifying for discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the distribution fee described in the Prospectus (the “Distribution Fee”) to Participating Broker-Dealer as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the distribution of the Class A Shares. As set forth in the Prospectus, the Dealer Manager may also reallow a portion of the Dealer Manager Fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Broker-Dealers that meet certain thresholds of Shares under management and certain other metrics. Following the consummation of the Offering, Participating Broker-Dealer will no longer be entitled to any reallowance of Distribution Fees or Dealer Manager Fees with respect to Shares sold in the Offering on the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering equals 10% of the gross proceeds received associated therewithfrom the sale of Primary Shares. The Dealer Manager’s reallowance of Distribution Fees and Dealer Manager Fees to Participating Broker-Dealer shall be described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees that no selling commissions, payments Distribution Fees or amount whatsoever Dealer Manager Fees will be paid to Participating Broker-Dealer or reallowed in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that the foregoing underwriting compensationselling commissions, including the Selling Commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation selling commissions, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and that the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund may Dealer Manager will reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as Subject to waivers, volume discounts or other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer Dealer’s selling commissions applicable to its sales of Primary Shares that it is as provided in Schedule 1. The up-front sales load provided authorized to sell hereunder are described in Schedule 1 includes an up-front to this Agreement. No selling commission (commissions are payable with respect to sales of any shares issued as a result of the “Up-Front Selling Commissions”) and dealer manager fee (reinvestment of any distributions pursuant to the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallowDRIP. For purposes of Schedule 1these purposes, a “sale of Offered Primary Shares” shall occur following the release from escrow of the 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 Fund Company has thereafter distributed the Up-Front Selling Commission any commission to the Dealer Manager in connection with such transaction. The Dealer Manager will reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. See Schedule 1 for further details regarding the Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of the Selling Commissions commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions the commission from the FundCompany. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Primary Shares as described in Schedule 1 to this Agreement. Participating Broker-Dealer shall be responsible for implementing appropriate volume discounts and other special circumstances where discounted selling commissions may apply, provided that any such arrangement shall be described in or as otherwise permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of the same class of Primary Shares as a part of a combined order for the purpose of qualifying for selling commission discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of any distribution fee described in the Prospectus (the “Distribution Fee”) to participating broker-dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services, as indicated on Schedule 1. As set forth in the Prospectus, the Dealer Manager may also reallow a portion of the Dealer Manager Fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Broker-Dealers that meet certain thresholds of shares under management and certain other metrics. Participating Broker-Dealer will not be entitled to any reallowance of Distribution Fees or Dealer Manager Fees with respect to shares sold in any Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid solely with respect to such Offering equals 10% of the gross proceeds received associated therewithfrom the sale of Primary Shares in such Offering or such other limitation (if any) imposed by FINRA on FINRA members participating in such Offering. The Dealer Manager’s reallowance of Distribution Fees and Dealer Manager Fees to Participating Broker-Dealer are described in Schedule 1 to this Agreement. Participating Broker-Dealer acknowledges and agrees that no selling commissions, payments Distribution Fees or amount whatsoever Dealer Manager Fees will be paid to Participating Broker-Dealer or reallowed in respect connection with the sale of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the Fund, the Adviser or their respective affiliatesany DRIP Shares. The parties hereby agree that (i) the foregoing underwriting compensationselling commissions, including the Selling Commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Offered Primary Shares, that (ii) Participating Broker-Dealer’s interest in the offering any Offering is limited to such compensation from the selling commissions, Dealer Manager Fees and Distribution Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein, and that (iii) the Fund Company is not liable or responsible for the direct payment of such Selling Commissions selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Dealer Manager may reimburse Participating Broker-Dealers Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-DealersDealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer and no such expenses shall be entitled to receive any applicable service fees with respect to Consulting Clientsreimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall have not be included for the right purposes of calculating compensation due to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clientspursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

Participating Broker-Dealer’s Compensation. Except as described in the Prospectus, the up-front sales load applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The up-front sales load provided in Schedule 1 includes an up-front selling commission (the “Up-Front Selling Commissions”) and reallowance of the dealer manager fee (the “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”) which the Dealer Manager may reallow). For purposes of Schedule 1, 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 Fund Corporation has thereafter distributed the Up-Front Selling Commission upfront selling commission to the Dealer Manager in connection with such transaction. The Dealer Manager will may reallow all or a portion of the distribution and/or service fees, Up-Front Selling Commissions and Dealer Manager Fees received by it to Participating Broker-Dealer as is provided in Schedule 1 in its sole discretion as an upfront marketing support fee, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. In addition to the Selling Commissions, the Adviser may pay the Dealer Manager an additional fee (the “Additional Selling Commissions”). Except as described in the Prospectus, the Additional Selling Commissions applicable to the Offered Shares sold by Participating Broker-Dealer is as provided in Schedule 1. The Dealer Manager may reallow all or a portion of such amounts to Participating Broker-Dealer in its sole discretion as an ongoing marketing support fee as set forth in Schedule 1, provided that Participating Broker-Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. The Additional Selling Commissions will be paid by the Dealer Manager or its affiliate and will not be paid by investors. See Schedule 1 for further details regarding the Selling Commissions and Additional Selling Commissions. Participating Broker-Dealer hereby waives any and all rights to receive payment of the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of such Selling Commissions or Additional Selling Commissions from the FundCorporation or the Adviser, as applicable. Participating Broker-Dealer affirms that the Dealer Manager’s liability for Selling Commissions and Additional Selling Commissions payable is limited solely to the proceeds received associated therewith. Participating Broker-Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer in respect of the purchase of Offered Shares by a Participating Broker-Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or its registered representative), or by an officer, trustee, director or employee of the FundCorporation, the Adviser or their respective affiliates. The parties hereby agree that the foregoing underwriting compensation, including the Selling Commissions and Additional Selling Commissions, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Offered Shares, that Participating Broker-Dealer’s interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Fund Corporation is not liable or responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Fund Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything to the contrary above, the parties agree that Participating Broker-Dealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any applicable service fees with respect to Consulting Clients. Participating Broker-Dealer shall have the right to rebate to Consulting Clients any service or distribution fees received in connect with a Consulting Client, it being understood that Participating Broker-Dealer will receive separate compensation directly from such Consulting Clients.