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

Participating Broker-Dealer’s Compensation. 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, Participating Broker-Dealer’s selling commission applicable to the 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 Primary 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. 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 case may be. For these purposes, Class A Primary Shares and Class T Primary Shares shall be deemed “sold” by the Participating Broker-Dealer if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary Shares. Participating Broker-Dealer shall 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 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.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances Except as described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Brokerthe up-Dealer’s selling commission front sales load applicable to the total public offering price of Class A Primary Shares and Class T Primary 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 it is authorized to sell hereunder is 3.0% the Dealer Manager may reallow. For purposes of Schedule 1, a “sale of Offered Shares” shall occur following the release from escrow of the NAV per Class A Shares and Class T Shares sold as Primary 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 dayOffering proceeds, 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 in connection with sales of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the case may be. For these purposes, Class A Primary Shares and Class T Primary Shares shall be deemed “sold” by the 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 Company Fund has thereafter distributed the selling commission 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 selling commissions the Selling Commissions due until such time as the Dealer Manager is in receipt of the selling commission such Selling Commissions from the CompanyFund. 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 the Dealer Manager’s liability for selling commissions payable no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer is limited solely 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 selling commissions received by the Dealer Manager from the Company associated with Offered Shares, that Participating Broker-Dealer’s sale 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 Class A Shares the Dealer Manager Agreement, and that the Fund is not liable or Class T Shares sold responsible for the direct payment of such Selling Commissions to Participating Broker-Dealer. In addition, as Primary Sharesset 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 be responsible provide a detailed and itemized invoice for implementing any such due diligence expenses. Notwithstanding anything to the volume discounts and other special circumstances described in or otherwise provided for in contrary above, the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A Shares or Class T Shares, as applicable, 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 parties agree that Participating Broker-DealerDealer shall not be entitled to receive Selling Commissions with respect to advisory program clients (“Consulting Clients”); however, and for the avoidance of doubt, the parties hereto agree that Participating Broker-Dealer shall be entitled to receive any resulting reduction 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 selling commissions connect with a Consulting Client, it being understood that Participating Broker-Dealer will be prorated among the receive separate subscriberscompensation directly from such Consulting Clients.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission applicable to the 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 3.03% of the total price per Class A Primary Share (NAV per Class A Shares and Class T Shares sold as Primary Shares 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. No selling commission is payable in connection with respect to sales of any Class I Shares or Class N Shares sold as W Primary Shares or DRIP Shares, as the case may be. For these purposes, a “sale of Class A Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary Shares. Participating Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions purchase orders of Class A Shares or Class T Shares, as applicable, 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 and 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 selling commissions will be paid in respect of the sale of any DRIP Shares. The parties hereby agree that the foregoing 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 Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such selling commissions, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section XII hereinbelow, and that the Company is not liable or responsible for the direct payment of such selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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 and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. 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, Participating Broker-Dealer’s selling commission applicable to the total public offering price of Class A Primary Shares, Class T Primary Shares, Class S Primary Shares and Class T T2 Primary Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% of the NAV per Class A Shares A, Class T, Class S and Class T Shares T2 Shares, respectively, sold as Primary 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. No selling commission is payable in connection with sales of any Class I Shares I, Class N or Class N M-I Shares sold as Primary Shares or any DRIP Shares, as the case may be. For these purposes, Class A Primary Shares, Class T Primary Shares, Class S Primary Shares and Class T T2 Primary Shares shall be deemed “sold” by the Participating Broker-Dealer if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares A, Class T, Class S or Class T T2 Shares sold as Primary Shares. Participating Broker-Dealer shall 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 A, Class T, Class S or Class T T2 Shares, as applicable, 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.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the waivers, volume discounts and or other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission commissions applicable to the total public offering price its sales of Class A Primary Shares and Class T Primary Shares sold by Participating Broker-Dealer which that it is authorized to sell hereunder is 3.0% of the NAV per Class A Shares and Class T Shares sold as Primary 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 Managerare described in Schedule 1 to this Agreement. No selling commission is commissions are payable in connection with respect to sales of any Class I Shares or Class N Shares sold shares issued as Primary Shares or DRIP Shares, as a result of the case may bereinvestment of any distributions pursuant to the DRIP. For these purposes, Class A a “sale of Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling any commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares or Class T Shares sold as Primary Sharesdescribed in Schedule 1 to this Agreement. Participating Broker-Dealer shall be responsible for implementing the 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 provided for in permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A the same class of Primary Shares or Class T Shares, as applicable, 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 from 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 selling commissions will be paid or reallowed in connection with the sale of any DRIP Shares. The parties hereby agree that (i) the foregoing selling commissions and Dealer Manager Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) Participating Broker-Dealer’s interest in any Offering is limited to the selling commissions and Dealer Manager Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and (iii) the Company is not liable or responsible for the direct payment of selling commissions and Dealer Manager Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission applicable to the 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 total price per Class A Primary Share (NAV per Class A Shares and Class T Shares sold as Primary Shares 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. No selling commission is payable in connection with respect to sales of any Class I Shares or Class N Shares sold as M Primary Shares or DRIP Shares, as the case may be. For these purposes, a “sale of Class A Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary Shares. Participating Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as 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, 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 from 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, Distribution Fees or Dealer Manager Fees will be paid or reallowed in connection with the sale of any DRIP Shares. The parties hereby agree that the foregoing 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 Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such selling commissions, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and that the Company is not liable or responsible for the direct payment of such selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission applicable to the 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 3.03.5% of the NAV per Class A Shares and Class T Shares sold as Primary Shares Share calculated after the close of business on such daythe 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 in connection with respect to sales of Class M Primary Shares or upon sales of any Class I Shares or Class N Shares sold issued as Primary Shares or DRIP Shares, as a result of the case may bereinvestment of any distributions pursuant to the DRIP. The selling commission payable to Participating Broker-Dealer is described in Schedule 1 to this Agreement. For these purposes, a “sale of Class A Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary Shares. Participating Broker-Dealer shall be responsible for implementing the 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 provided for in permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A Primary Shares or Class T Shares, as applicable, 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 from 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, Distribution Fees or Dealer Manager Fees will be paid or reallowed in connection with the sale of any DRIP Shares. The parties hereby agree that (i) the foregoing selling commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) that Participating Broker-Dealer’s interest in the offering is limited to 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 XII herein, and (iii) that the Company is not liable or responsible for the direct payment of selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission applicable to the 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 3.03% of the total price per Primary Share (NAV per Class A Shares and Class T Shares sold as Primary Shares 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. 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 case may be. For these purposes, Class A a “sale of Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow all or Class T 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 as 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 and 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 selling commissions or Distribution Fees will be paid in respect of the sale of any DRIP Shares. The parties hereby agree that the foregoing 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 Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such selling commissions and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section XII hereinbelow, and that the Company is not liable or responsible for the direct payment of such selling commissions and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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 be responsible provide a detailed and itemized invoice for implementing the volume discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectusany such due diligence expenses. Requests to combine subscriptions of Class A Shares or Class T Shares, as applicable, 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-DealerDealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, and any resulting reduction in selling commissions will be prorated among controlled by, or under common control with the separate subscribersDealer Manager.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the volume waivers, discounts and or other special circumstances described in or otherwise provided for disclosed in the “Plan of Distribution” section of the ProspectusMemorandum, Participating Broker-Dealer’s selling commission applicable to the total public offering price of Class A Primary Shares and Class T Primary Shares on each Unit sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0up to 5.0% of the NAV Gross Price per Class A Shares and Class T Shares sold as Primary 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 CompanyUnit, which commission will be paid by the Dealer Manager. 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 case may be. For these purposes, Class A Primary Shares and Class T Primary Shares a “sale of Units” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the 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 hereby waives any and all rights are described in Schedule 1 to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Companythis Agreement. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions and Distribution Fees payable to Participating Broker-Dealer is limited solely to the selling commissions and Distribution Fees received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares Units. Participating Broker-Dealer hereby waives any and all rights to receive payment or Class T Shares sold reallowance of selling commissions or Distribution Fees, as Primary Sharesapplicable, due until such time as the Dealer Manager is in receipt of the selling commissions or Distribution Fees, as applicable, from the Company. The parties hereby agree that (i) the foregoing selling commissions and Distribution Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Units, (ii) that Participating Broker-Dealer’s interest in the Offering is limited to the selling commissions and Distribution Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and (iii) that the Company is not liable or responsible for the direct payment of selling commissions and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Memorandum, the Dealer Manager may reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be responsible for implementing the volume discounts reimbursed absent a detailed and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectusitemized invoice. Requests to combine subscriptions of Class A Shares or Class T Shares, as applicable, 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-DealerDealer acknowledges that the Units shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, and any resulting reduction in selling commissions will be prorated among controlled by, or under common control with the separate subscribersDealer Manager.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances Except as described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Brokerthe up-Dealer’s selling commission front sales load applicable to the total public offering price of Class A Primary Shares and Class T Primary Offered Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% 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”). For purposes of Schedule 1, a “sale of Offered Shares” shall occur following the release from escrow of the NAV per Class A Shares and Class T Shares sold as Primary 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 dayMinimum Offering proceeds, 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 in connection with sales of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the case may be. For these purposes, Class A Primary Shares and Class T Primary Shares shall be deemed “sold” by the 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 Company Corporation has thereafter distributed the 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 may reallow all or a portion of such amounts to participating broker-dealers. 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 selling commissions the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of the selling commission such Selling Commissions from the CompanyCorporation 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 the Dealer Manager’s liability for selling commissions payable no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer is limited solely 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, director or employee of the Corporation, 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 selling commissions received by the Dealer Manager from the Company associated with Offered Shares, that Participating Broker-Dealer’s sale interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 5 of Class A Shares the Dealer Manager Agreement, and that the Corporation is not liable or Class T Shares sold responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as Primary Sharesset forth in the Prospectus, the Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall be responsible provide a detailed and itemized invoice 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 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 subscriberssuch due diligence expenses.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances Except as described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Brokerthe up-Dealer’s selling commission front sales load applicable to the total public offering price of Class A Primary Shares and Class T Primary Offered Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% 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”). For purposes of Schedule 1, a “sale of Offered Shares” shall occur following the release from escrow of the NAV per Class A Shares and Class T Shares sold as Primary 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 dayMinimum Offering proceeds, 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 in connection with sales of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the case may be. For these purposes, Class A Primary Shares and Class T Primary Shares shall be deemed “sold” by the 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 Company Corporation has thereafter distributed the 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 may reallow all or a portion of such amounts to participating broker-dealers. 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 selling commissions the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of the selling commission such Selling Commissions from the CompanyCorporation 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 receivable associated therewith. Participating Broker-Dealer acknowledges and agrees that the Dealer Manager’s liability for selling commissions payable no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer is limited solely 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, director or employee of the Corporation, 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 selling commissions received by the Dealer Manager from the Company associated with Offered Shares, that Participating Broker-Dealer’s sale interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 5 of Class A Shares the Dealer Manager Agreement, and that the Corporation is not liable or Class T Shares sold responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as Primary Sharesset forth in the Prospectus, the Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall be responsible provide a detailed and itemized invoice 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 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 subscriberssuch due diligence expenses.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the waivers, volume discounts and or other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission commissions applicable to the total public offering price its sales of Class A Primary Shares and Class T Primary Shares sold by Participating Broker-Dealer which that it is authorized to sell hereunder is 3.0% of the NAV per Class A Shares and Class T Shares sold as Primary 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 Managerare described in Schedule 1 to this Agreement. No selling commission is commissions are payable in connection with respect to sales of any Class I Shares or Class N Shares sold shares issued as Primary Shares or DRIP Shares, as a result of the case may bereinvestment of any distributions pursuant to the DRIP. For these purposes, Class A a “sale of Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling any commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares or Class T Shares sold as Primary Sharesdescribed in Schedule 1 to this Agreement. Participating Broker-Dealer shall be responsible for implementing the 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 provided for in permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A the same class of Primary Shares or Class T Shares, as applicable, 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 from 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 selling commissions will be paid or reallowed in connection with the sale of any DRIP Shares. The parties hereby agree that (i) the foregoing selling commissions and Dealer Manager Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) Participating Broker-Dealer’s interest in any Offering is limited to the selling commissions and Dealer Manager Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and (iii) the Company is not liable or responsible for the direct payment of selling commissions and Dealer Manager Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission applicable to the 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 3.03% of the total price per Class A Primary Share (NAV per Class A Shares and Class T Shares sold as Primary Shares 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. No selling commission is payable in connection with respect to sales of any Class I Shares or Class N Shares sold as W Primary Shares or DRIP Shares, as the case may be. For these purposes, a “sale of Class A Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary Shares. Participating Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions purchase orders of Class A Shares or Class T Shares, as applicable, 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 and 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 selling commissions will be paid in respect of the sale of any DRIP Shares. The parties hereby agree that the foregoing 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 Primary Shares, that Participating Broker-Dealer’s interest in the offering is limited to such selling commissions, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section XII hereinbelow, and that the Company is not liable or responsible for the direct payment of such selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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 and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission applicable to the 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 Primary Shares Share calculated after the close of business on such daythe 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 in connection with respect to sales of Class M Primary Shares or upon sales of any Class I Shares or Class N Shares sold issued as Primary Shares or DRIP Shares, as a result of the case may bereinvestment of any distributions pursuant to the DRIP. The selling commission payable to Participating Broker-Dealer is described in Schedule 1 to this Agreement. For these purposes, a “sale of Class A Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary Shares. Participating Broker-Dealer shall be responsible for implementing the 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 provided for in permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A Primary Shares or Class T Shares, as applicable, 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 from 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, Distribution Fees or Dealer Manager Fees will be paid or reallowed in connection with the sale of any DRIP Shares. The parties hereby agree that (i) the foregoing selling commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) that Participating Broker-Dealer’s interest in the offering is limited to 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 XII herein, and (iii) that the Company is not liable or responsible for the direct payment of selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances Except as described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission the upfront sales load applicable to the total public offering price of Class A Primary Shares and Class T Primary Offered Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% as provided in Schedule 1. The upfront sales load provided in Schedule 1 includes an upfront selling commission (the “Upfront Selling Commissions”) and reallowance of the NAV per Class A Shares and Class T Shares sold upfront dealer manager fee (the entire amount of the Upfront Dealer Manager Fee as Primary Shares calculated after paid to the close Dealer Manager, inclusive of business on the portion of 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 upfront dealer manager fee as reallowed by the Dealer Manager. No selling commission is payable in connection with sales Manager to the Participating Broker-Dealer, the “Upfront Dealer Manager Fees” and, the portion of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the case may be. For these purposes, Class A Primary Shares and Class T Primary Shares shall be deemed “sold” by Upfront Dealer Manager Fee reallowed to the Participating Broker-Dealer together with the Up-Front Selling Commissions, the “Selling Commissions”). 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 Company Corporation has thereafter distributed the upfront selling commission to the Dealer Manager in connection with such transaction. The Dealer Manager may re-allow all or a portion of the 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 selling commissions the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of the selling commission such Selling Commissions or Additional Selling Commissions from the CompanyCorporation 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 the Dealer Manager’s liability for selling commissions payable no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer is limited solely 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, director or employee of the Corporation, 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 selling commissions received by the Dealer Manager from the Company associated with Offered Shares, that Participating Broker-Dealer’s sale interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 5 of Class A Shares the Dealer Manager Agreement, and that the Corporation is not liable or Class T Shares sold responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as Primary Sharesset forth in the Prospectus, the Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall be responsible provide a detailed and itemized invoice 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 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 subscriberssuch due diligence expenses.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the waivers, volume discounts and or other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commission commissions applicable to the total public offering price its sales of Class A Primary Shares and Class T Primary Shares sold by Participating Broker-Dealer which that it is authorized to sell hereunder is 3.0% of the NAV per Class A Shares and Class T Shares sold as Primary 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 Managerare described in Schedule 1 to this Agreement. No selling commission is commissions are payable in connection with respect to sales of any Class I Shares or Class N Shares sold shares issued as Primary Shares or DRIP Shares, as a result of the case may bereinvestment of any distributions pursuant to the DRIP. For these purposes, Class A a “sale of Primary Shares and Class T Primary Shares Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling any commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Primary Shares or Class T Shares sold as Primary Sharesdescribed in Schedule 1 to this Agreement. Participating Broker-Dealer shall be responsible for implementing the 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 provided for in permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of Class A the same class of Primary Shares or Class T Shares, as applicable, 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 from 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, Distribution Fees or Dealer Manager Fees will be paid or reallowed in connection with the sale of any DRIP Shares. The parties hereby agree that (i) the foregoing selling commissions, Dealer Manager Fees and Distribution Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) Participating Broker-Dealer’s interest in any Offering is limited to 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 XII herein, and (iii) the Company is not liable or responsible for the direct payment of selling commissions, Dealer Manager Fees and Distribution Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Participating Broker-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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant 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. Subject to the terms and conditions set forth herein and the volume discounts and other special circumstances Except as described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus, Participating Brokerthe up-Dealer’s selling commission front sales load applicable to the total public offering price of Class A Primary Shares and Class T Primary Offered Shares sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0% 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 NAV per Class A Shares and Class T Shares sold as Primary Shares calculated after dealer manager fee (the close “Dealer Manager Fees” and, together with the Up-Front Selling Commissions, the “Selling Commissions”). For purposes of business on such daySchedule 1, or if such day is not a business day, calculated after “sale of Offered Shares” shall occur following the close release from escrow of business on the next business dayMinimum Offering proceeds, 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 in connection with sales of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the case may be. For these purposes, Class A Primary Shares and Class T Primary Shares shall be deemed “sold” by the 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 Company Corporation has thereafter distributed the upfront selling commission to the Dealer Manager in connection with such transaction. The Dealer Manager may reallow all or a portion of the 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 selling commissions the Selling Commissions and Additional Selling Commissions due until such time as the Dealer Manager is in receipt of the selling commission such Selling Commissions or Additional Selling Commissions from the CompanyCorporation 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 the Dealer Manager’s liability for selling commissions payable no commissions, payments or amount whatsoever will be paid to Participating Broker-Dealer is limited solely 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, director or employee of the Corporation, 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 selling commissions received by the Dealer Manager from the Company associated with Offered Shares, that Participating Broker-Dealer’s sale interest in the offering is limited to such compensation from the Dealer Manager and Participating Broker-Dealer’s indemnity referred to in Section 5 of Class A Shares the Dealer Manager Agreement, and that the Corporation is not liable or Class T Shares sold responsible for the direct payment of such Selling Commissions and Additional Selling Commissions to Participating Broker-Dealer. In addition, as Primary Sharesset forth in the Prospectus, the Corporation may reimburse Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by such Participating Broker-Dealers. Participating Broker-Dealer shall be responsible provide a detailed and itemized invoice 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 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 subscriberssuch due diligence expenses.

Participating Broker-Dealer’s Compensation. Subject to the terms and conditions set forth herein and the volume waivers, discounts and or other special circumstances described in or otherwise provided for disclosed in the “Plan of Distribution” section of the ProspectusMemorandum, Participating Broker-Dealer’s selling commission applicable to the total public offering price of on each Class A Primary Shares and Class T Primary Shares D Share sold by Participating Broker-Dealer which it is authorized to sell hereunder is 3.0up to 1.0% of the NAV per Class A Shares and Class T Shares sold as Primary Shares D Share calculated after the close of business on such daythe 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 in connection with sales of any Class I Shares or Class N Shares sold as Primary Shares or DRIP Shares, as the case may be. For these purposes, a “sale of Class A Primary Shares and Class T Primary Shares D Shares” shall be deemed “sold” by the Participating Broker-Dealer occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive payment of selling commissions due until such time as the Dealer Manager is in receipt of the selling commission from the Company. Participating Broker-Dealer acknowledges and agrees affirms that the Dealer Manager’s liability for selling commissions payable to Participating Broker-Dealer is limited solely to the selling commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class A Shares or Class T Shares sold as Primary D Shares. Participating Broker-Dealer shall acknowledges and agrees that no selling commissions will be paid in connection with the sale of any DRIP Shares. The parties hereby agree that (i) the foregoing selling commissions are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) that Participating Broker-Dealer’s interest in the Offering is limited to the selling commissions referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and (iii) that the Company is not liable or responsible for implementing the volume discounts and other special circumstances described in or otherwise provided for direct payment of selling commissions to Participating Broker-Dealer. In addition, as set forth in the “Plan of Distribution” section of Memorandum, the Prospectus. Requests to combine subscriptions of Class A Shares or Class T Shares, as applicable, as a part of a combined order Dealer Manager may reimburse Participating Broker-Dealer 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 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 expenses incurred by Participating Broker-Dealer 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, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Participating Broker-Dealer acknowledges that the Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant to any resulting reduction in selling commissions will be prorated among arrangements other than this Agreement between Participating Broker-Dealer and the separate subscribersDealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.