Common use of Payment of Expenses and Fees Clause in Contracts

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 3.1. The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 3.2. In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket actual bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-DealerDealer in an aggregate amount that is reasonable in relation to the gross proceeds raised from the sale of the Offered Shares. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdvisor’s employees personnel in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Brokeras provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-Dealers dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. 3.3 In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Managerappropriate; (e) the filing fees in connection with filing for review by FINRA FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Shares; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationFund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition. Notwithstanding the foregoing, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or not make any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices payments pursuant to verify information relating this Agreement to the Corporation. The Dealer Manager extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesextent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes incurred in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, the financial statements, exhibits, schedules and consents), consents filed therewith) and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in of the states, including the Qualified Jurisdictions, jurisdictions that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) the filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and fees, filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdviser’s employees in making road show presentations with respect to the offering of the Offered SharesOffering; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers up to 0.5% of the aggregate proceeds raised in the Offering for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or any Selected Dealer, which are included as part of the reimbursement of organization and offering costs in an amount up to 1.0% of the aggregate proceeds raised in the Offering; provided that reimbursements of bona fide accountable due diligence expenses shall be considered underwriting compensation as used throughout this Agreement; provided, further, that no such Participating Broker-Dealerbona fide accountable due diligence expenses shall be reimbursed by the Fund pursuant to this Section 3.2 that would cause the total underwriting compensation paid in connection with the Offering to exceed 8.0% of the gross proceeds from the sale of the primary Offered Shares in the Offering. Such Subject to and in accordance with applicable FINRA Rules and regulations, such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationFund’s offices to verify information relating to the CorporationFund. The Dealer Manager or and any Participating Broker-Selected Dealer shall provide to the Corporation Fund a detailed and itemized invoice for any such due diligence expenses. 3.3 In addition to payment of Fund expenses under Section 3.1, the Fund shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Fund, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Fund pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 8.0% of the gross proceeds from the sale of the primary Offered Shares.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Selected Dealers for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-Selected Dealer, which reimbursements shall be included as part of the reimbursement of organization and offering costs in an amount up to 0.75%. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses. 3.3 In addition to payment of Corporation expenses under Section 3.1, the Corporation shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Corporation, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Corporation pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the primary Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.2.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdvisor’s employees personnel in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation The Company shall also reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket bona fide due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 3.1. The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 3.2. In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket actual bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-DealerDealer in an aggregate amount that is reasonable in relation to the gross proceeds raised from the sale of the Offered Shares. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses. 3.3. The Dealer Manager shall prepare a detailed budget (the “O&O Budget”) of the organizational and offering expenses to be borne by the Company covering each fiscal year at least sixty (60) days prior to the start of such fiscal year. The initial O&O Budget for the 2019 fiscal year is set forth on Exhibit B hereto. An O&O Budget for each subsequent fiscal year shall be submitted by the Dealer Manager to the Company at least sixty (60) days prior to the start of each such subsequent fiscal year. Such subsequent O&O Budgets shall not become effective until approved in writing by the Company.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Selected Dealers for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-Selected Dealer, which reimbursements shall be included as part of the reimbursement of organization and offering costs in an amount up to 0.75%. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, The Company or the Corporation Adviser shall reimburse the Dealer Manager or Participating Broker-Selected Dealers for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses (as defined under the Company’s articles of incorporation) to exceed 15% of gross proceeds from such Offering. 3.3 In addition to payment of Company expenses under Section 3.1, the Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the primary Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.2.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes incurred in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, the financial statements, exhibits, schedules and consents), consents filed therewith) and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in of the states, including the Qualified Jurisdictions, jurisdictions that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) the filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and fees, filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdviser’s employees in making road show presentations with respect to the offering of the Offered SharesOffering; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers up to 0.5% of the aggregate proceeds raised in the Offering, after payment of Selling Commissions and the Dealer Manager Fee, for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or any Selected Dealer, which are included as part of the reimbursement of organization and offering costs in an amount up to 1.0% of the aggregate proceeds raised in the Offering, after payment of Selling Commissions and the Dealer Manager Fee; provided that reimbursements of bona fide accountable due diligence expenses shall be considered underwriting compensation as used throughout this Agreement; provided, further, that no such Participating Broker-Dealerbona fide accountable due diligence expenses shall be reimbursed by the Fund pursuant to this Section 3.2 that would cause the total underwriting compensation paid in connection with the Offering to exceed 8.0% of the gross proceeds from the sale of the primary Offered Shares in the Offering. Such Subject to and in accordance with applicable FINRA Rules and regulations, such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationFund’s offices to verify information relating to the CorporationFund. The Dealer Manager or and any Participating Broker-Selected Dealer shall provide to the Corporation Fund a detailed and itemized invoice for any such due diligence expenses. 3.3 In addition to payment of Fund expenses under Section 3.1, the Fund shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Fund, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Fund pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 8.0% of the gross proceeds from the sale of the primary Offered Shares.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the initial public offering as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the Company's obligations hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company's accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (including delivery and shipping costs) of the Registration Statement, each Preliminary Prospectus, and the independent registered public accounting firm; Prospectus (dincluding all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for herein, this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, the Underwriters' Questionnaire, various Underwriters' letters, and the Preliminary and Supplemental Blue Sky Memoranda. (ii) All filing and registration fees and expenses, including the qualification legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Offered Shares for offering offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws. (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Company's transfer agent or registrar agent, the cost of printing the certificates representing the Shares, all transfer taxes, if any, and all other fees and expenses incurred in connection with the sale and delivery of the Shares to the Underwriters. (iv) The filing fees of the NASD and applicable fees charged by Nasdaq for inclusion of the Offered Shares and miscellaneous expenses referred to in Common Stock for quotation on the Registration Statement; National Market System, and (gv) all All other costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other Company's obligations hereunderhereunder which are not otherwise provided for in this Section 7(a). 3.2 In addition(b) On the First Closing Date, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travelpay Advest, lodging, meals Inc. Fifty Thousand Dollars and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation 00/100 ($50,000.00) as a detailed and itemized invoice for any such due diligence expensesfinancial advisory fee.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and CISI will advance expenses incident to the Offeringperformance of the obligations of the Managing Owner and the Trust hereunder, whether including: (i) the printing and delivery to the Lead Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or not amendments thereto, and of any supplemental sales materials; (ii) the transactions contemplated hereunder are consummated or reproduction of this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation printing and filing of the Registration Statement and the Prospectus (including without limitation financial statementsand, exhibits, schedules and consents)in certain cases, the Prospectusexhibits thereto) with the SEC, CFTC and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment)NFA; (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (diii) the qualification of the Offered Shares Units under the securities or "Blue Sky" laws in the various jurisdictions, including filing fees and the fees and disbursements of CISI's counsel incurred in connection therewith; (iv) the services of counsel and accountants for CISI and the Trust, including certain services of KPMG Peat Marwick, LLP in connection with their review of the performance records in the Prospectus; (v) the printing or reproduction and delivery to the Lead Selling Agent of such number of copies as it may reasonably request of the Blue Sky Survey; and (vi) "road show" presentations (not including the expenses of JWH and its personnel which shall be borne by JWH). The Managing Owner and the Lead Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD on the aggregate compensation which may be received by the Lead Selling Agent in connection with the offering and sale under state laws of the Units. The Lead Selling Agent will in the statesno event make any payments to its own Registered Representatives or any Additional Agent as described above, including the Qualified Jurisdictionswhich, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys when added to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating up to 4% selling commissions which the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations Lead Selling Agent may pay with respect to the offering sales of Units, would exceed 10% of the Offered Shares; and (h) the performance gross proceeds of the Corporation’s other obligations hereunder. 3.2 In addition, Units sold to the Corporation public. CISI shall not reimburse the Dealer Manager or Participating Broker-Dealers Lead Selling Agent for reasonable out-of-pocket any due diligence expenses incurred by in connection with the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesoffering.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offeringany offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Managerappropriate; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationFund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition. Notwithstanding the foregoing, the Corporation Fund shall reimburse not make any payments pursuant to this Agreement to the Dealer Manager extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred to the extent total compensation paid by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by Fund to FINRA members participating in the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting offering would exceed the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensessales charge limits set forth under FINRA Rule 2341.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and public offering of the Offered Shares by the National Association of Securities Dealers, Inc. (the “NASD”) (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Brokeras provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of the NASD, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-Dealers dealer sponsored conferences, educational conferences sponsored by the Company, and public conferences and seminars; and (c) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. 3.3 In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationFund’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationFund’s offices to verify information relating to the CorporationFund. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Fund a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 Whether the offering of the Units is ever commenced or, if commenced, whether such offering is terminated for any reason or the sale of the Units is consummated, you shall pay your expenses in connection with the offering and sale of the Units, including, without limitation, your travel expenses, overhead expenses and direct personnel costs and the fees of your counsel. The Corporation agrees to Managing General Partner (on behalf of the Partnership) or the Partnership will pay all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Managing General Partner and of the Partnership under this Agreement is terminatedAgency Agreement, including expenses, fees and taxes in connection with: (ai) the registration feeprinting and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of a preliminary prospectus and any amended preliminary prospectus of the preparation Registration Statement and any amendments thereto, of the Prospectus and any supplements or amendments thereto; (ii) the printing and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus; (iii) the printing, execution, filing and any delivery to you in quantities as hereinabove stated of copies of the Partnership Agreement and all amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (div) the qualification of the Offered Shares for offering and sale Units under state the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the statesprovisions of Section 3(g), including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other the fees and disbursements of counsel relating thereto)incurred in connection therewith; (fv) the fees and disbursements of counsel and accountants for the Managing General Partner and the Partnership; (vi) the filing fee of the National Association of Securities Dealers, Inc.; (vii) the preparation and delivery to you of such number of copies as you may reasonably request for the Blue Sky Survey; (viii) the fees and expenses of incurred in connection with any transfer agent escrow deposit or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations similar arrangements entered into with respect to the offering of the Offered Sharestransactions contemplated hereby; and (hix) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers printing and delivery costs relating to any sales brochure for reasonable out-of-pocket due diligence expenses incurred prospective investors approved by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesPartnership.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and public offering of the Offered Shares by the National Association of Securities Dealers, Inc. (the “NASD”) (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Brokeras provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of the NASD, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-Dealers dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. 3.3 In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers Dealer (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s Company's legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer ManagerBroker-Dealer; (e) filing for review of the public offering of the Shares by FINRA of all necessary documents and information relating to the Offering and the Offered Shares NASD (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s Company's employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s Company's other obligations hereunder. 3.2 In addition, once the Corporation minimum offering amount is sold, the Company shall reimburse the Dealer Manager or Participating Broker-Dealers Dealer for reasonable out-of-pocket due diligence certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of the NASD, including expenses, fees and taxes incurred by in connection with: (a) any legal counsel to the Dealer Manager or such Participating Broker-Dealer. Such due diligence , including fees and expenses may include reasonable incurred prior to the effective date of the Offering; (b) customary travel, lodging, meals and other reasonable out-of-pocket entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Dealer Manager or any Participating Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Shares. 3.3 No commissions will be paid to the Broker-Dealer and their personnel when visiting under this Agreement. If the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide elects to sell the Corporation Shares through other broker-dealers (each, a detailed "Dealer"), the Company will not be liable or responsible to any Dealer for direct payment of any commissions, reimbursement of expenses, or other payments to such Dealer, it being the sole and itemized invoice exclusive responsibility of the Broker-Dealer for any such due diligence expensespayment of commissions to Dealers.

Payment of Expenses and Fees. 3.1 4.1 The Corporation Company agrees to pay all costs and expenses incident to the Follow-On Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Follow-On Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 4.2 In addition, the Corporation Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Follow-On Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Follow-On Offering; (c) attendance at industry, broker-dealer or Participating BrokerCompany sponsored training and education seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 4.2 which would cause the total underwriting compensation paid in connection with the Follow-Dealers On Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 4.3. The maximum amount of costs and expenses the Company expects to reimburse the Dealer Manager pursuant to this Section 4.2 is 0.5% of the gross proceeds from the sale of the Primary Shares. 4.3 In addition to reimbursement as provided under Section 4.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offeringany offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Managerappropriate; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationFund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition. Notwithstanding the foregoing, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or not make any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices payments pursuant to verify information relating this Agreement to the Corporation. The Dealer Manager extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesextent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.

Payment of Expenses and Fees. 3.1 4.1 The Corporation Company agrees to pay all costs and expenses incident to the Follow-On Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority, Inc. (“FINRA”) all necessary documents and information relating to the Follow-On Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 4.2 In addition, the Corporation Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Follow-On Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Follow-On Offering; (b) attendance at industry, broker-dealer or Participating BrokerCompany sponsored training and education seminars; and (c) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 4.2 which would cause the total underwriting compensation paid in connection with the Follow-Dealers On Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 4.3. 4.3 In addition to reimbursement as provided under Section 4.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or any Participating Dealer upon receipt of an itemized and detailed invoice for any such Participating Broker-Dealerdue diligence expenses. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the Corporation. The Dealer Manager Company, its properties or any Participating Brokerthe Follow-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenseson Offering.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers Dealer (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s Company's legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer ManagerBroker-Dealer; (e) filing for review of the public offering of the Shares by FINRA of all necessary documents and information relating to the Offering and the Offered Shares NASD (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s Company's employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s Company's other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers Dealer for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of the NASD, including expenses, fees and taxes incurred in connection with: (a) any legal counsel to the Broker-Dealer, including fees and expenses incurred prior to the effective date of the Offering; (b) customary travel, lodging, meals and reasonable outentertainment expenses incurred in connection with the Offering; (c) attendance at broker-ofdealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.4 which would cause the total compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. 3.3 In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse the Broker-pocket Dealer for due diligence expenses of up to 0.5% of gross proceeds from the sale of the Shares for bona fide due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their its personnel when visiting the Corporation’s Company's offices or properties to verify information relating to the CorporationCompany or its properties. The Dealer Manager or any Participating Company shall have the right to require that the Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses. 3.4 No commissions will be paid to the Broker-Dealer under this Agreement. If the Broker-Dealer elects to sell the Shares through other broker-dealers (each, a "Dealer"), the Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Broker-Dealer for payment of commissions to Dealers.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the obligations of the Company and the Trust hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company and the independent registered public accounting firm; Trust's accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (dincluding delivery and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriters' letters, and the Preliminary and Supplemental Blue Sky Memoranda. (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee and the Subordinated Debentures for offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws. (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Offerors' registrar and transfer agent or registrar agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the sale and delivery of the Preferred Securities to the Underwriters. (iv) The filing fees of the NASD and applicable fees charged by Nasdaq for inclusion of the Offered Shares and miscellaneous expenses referred to in Preferred Securities for quotation on the Registration Statement; National Market System, and (gv) all All other costs and expenses incident to the travel and accommodation performance of the Corporation’s employees Company's and the Trust's obligations hereunder which are not otherwise provided for in making road show presentations with respect to this Section 7(a). (b) On the consummation of the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In additionFirm Securities, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travelpay Advest, lodging, meals Inc. ____________ Dollars and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation 00/100 ($______) as a detailed and itemized invoice for any such due diligence expensesfinancial advisory fee.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Shares; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdvisor’s employees personnel in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation The Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket bona fide due diligence expenses incurred by the Dealer Manager or any Participating Dealer. The Company shall only reimburse the Dealer Manager or any Soliciting Dealer for bona fide due diligence expenses to the extent such Participating Broker-Dealerexpenses are supported by a detailed and itemized invoice to the Company. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the Corporation. The Dealer Manager Company or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesits properties.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the Company and the Trust's obligations hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company and the independent registered public accounting firm; Trust's accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (dincluding deliver and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriters' letters, and the Preliminary and Supplemental Blue Sky Memoranda. (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee and the Subordinated Debentures for offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws. (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Offerors' registrar and transfer agent or registrar agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the sale and delivery of the Preferred Securities to the Underwriters. (iv) The filing fees of the NASD and applicable fee charged by Nasdaq for inclusion of the Offered Shares and miscellaneous expenses referred to in the Registration Statement; Preferred Securities for quotation on th National Market System, and (gv) all All other costs and expenses incident to the travel and accommodation performance of the Corporation’s employees Company's and the Trust's obligations hereunder which are not otherwise provided for in making road show presentations with respect to this Section 7(a). (b) On the consummation of the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In additionPreferred Securities, the Corporation Company shall reimburse the Dealer Manager or Participating Brokerpay Advest, Inc. Twenty-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals Five Thousand Dollars and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation 00/100 ($25,000.00) as a detailed and itemized invoice for any such due diligence expensesfinancial advisory fee.

Payment of Expenses and Fees. 3.1 4.1 The Corporation Company agrees to pay all costs and expenses incident to the Follow-On Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Follow-On Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 4.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Brokeras provided in the Prospectus for certain costs and expenses incident to the Follow-Dealers On Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Follow-On Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 4.2 which would cause the total underwriting compensation paid in connection with the Follow-On Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 4.3. 4.3 In addition to reimbursement as provided under Section 4.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 3.1. The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 3.2. In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket actual bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-DealerDealer in an aggregate amount that is reasonable in relation to the gross proceeds raised from the sale of the Offered Shares. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses. 3.3. The Dealer Manager shall prepare a detailed budget (the “O&O Budget”) of the organizational and offering expenses to be borne by the Company covering each fiscal year at least sixty (60) days prior to the start of such fiscal year. An O&O Budget for each fiscal year shall be submitted by the Dealer Manager to the Company at least sixty (60) days prior to the start of each such subsequent fiscal year. Such subsequent O&O Budgets shall not become effective until approved in writing by the Company.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the obligations of the Company and the Trust hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company and the independent registered public accounting firm; Trust's accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (dincluding delivery and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriters' letters, and the Preliminary and Supplemental Blue Sky Memoranda; (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee and the Subordinated Debentures for offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws; (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Offerors' registrar and transfer agent or registrar agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the sale and delivery of the Preferred Securities to the Underwriters; (iv) The filing fees of the NASD and applicable fees charged by Nasdaq for inclusion of the Offered Shares and miscellaneous expenses referred to in Preferred Securities for quotation on the Registration StatementNational Market System; and (gv) all All other costs and expenses incident to the travel and accommodation performance of the Corporation’s employees Company's and the Trust's obligations hereunder which are not otherwise provided for in making road show presentations with respect to this Section 7(a). (b) On the consummation of the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In additionFirm Securities, the Corporation Company shall reimburse the Dealer Manager or Participating Brokerpay Advest, Inc. twenty-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals five thousand dollars and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation 00/100 ($25,000) as a detailed and itemized invoice for any such due diligence expensesfinancial advisory fee.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the obligations of the Company and the Trust hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company's and the independent registered public accounting firm; Trust's accountants and counsel, all costs and expenses incurred in connection with the printing, filing, and distribution (dincluding delivery and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriter's letters, and the Preliminary and Supplemental Blue Sky Memoranda; (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee, and the Subordinated Debentures for offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws; (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Offerors' registrar and transfer agent or registrar agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the sale and delivery of the Preferred Securities to the Underwriter; (iv) The filing fees of the NASD and applicable fees charged by Nasdaq for inclusion of the Offered Shares and miscellaneous expenses referred to in Preferred Securities for quotation on the Registration StatementNational Market System; and (gv) all All other costs and expenses incident to the travel and accommodation performance of the Corporation’s employees obligations of the Company and the Trust hereunder which are not otherwise provided for in making road show presentations with respect to this Section 7(a). (b) On the consummation of the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In additionFirm Securities, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travelpay Advest, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation Inc. $25,000 as a detailed and itemized invoice for any such due diligence expensesfinancial advisory fee.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes incurred in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, the financial statements, exhibits, schedules and consents), consents filed therewith) and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in of the states, including the Qualified Jurisdictions, jurisdictions that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) the filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and fees, filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdviser’s employees in making road show presentations with respect to the offering of the Offered SharesOffering; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers up to 0.5% of the aggregate proceeds raised in the Offering for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or any Selected Dealer, which are included as part of the reimbursement of organization and offering costs in an amount up to 1.0% of the aggregate proceeds raised in the Offering. Subject to and in accordance with applicable FINRA Rules and regulations, such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationFund’s offices to verify information relating to the CorporationFund. The Dealer Manager or and any Participating Broker-Selected Dealer shall provide to the Corporation Fund a detailed and itemized invoice for any such due diligence expenses. 3.3 In addition to payment of Fund expenses under Section 3.1, the Fund shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Fund, industry sponsored conferences and informational seminars; and (d) customary promotional items.

Payment of Expenses and Fees. [ ] 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Shares; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdvisor’s employees personnel in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation The Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket bona fide due diligence expenses incurred by the Dealer Manager or any Participating Dealer. The Company shall only reimburse the Dealer Manager or any Soliciting Dealer for bona fide due diligence expenses to the extent such Participating Broker-Dealerexpenses are supported by a detailed and itemized invoice to the Company. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the Corporation. The Dealer Manager Company or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesits properties.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers Dealer (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s Company's legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, states that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer ManagerBroker-Dealer; (e) filing for review of the public offering of the Shares by FINRA of all necessary documents and information relating to the Offering and the Offered Shares NASD (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s Company's employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s Company's other obligations hereunder. 3.2 In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers Dealer for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of the NASD, including expenses, fees and taxes incurred in connection with: (a) any legal counsel to the Broker-Dealer, including fees and expenses incurred prior to the effective date of the Offering; (b) customary travel, lodging, meals and reasonable outentertainment expenses incurred in connection with the Offering; (c) attendance at broker-ofdealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.4 which would cause the total compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. 3.3 In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse the Broker-pocket Dealer for bona fide due diligence expenses incurred by of up to 0.5% of gross proceeds from the Dealer Manager or such Participating Broker-Dealersale of the Shares. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their its personnel when visiting the Corporation’s Company's offices or properties to verify information relating to the CorporationCompany or its properties. The Dealer Manager or any Participating Company shall have the right to require that the Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses. 3.4 No commissions will be paid to the Broker-Dealer under this Agreement. If the Broker-Dealer elects to sell the Shares through other broker-dealers (each, a "Dealer"), the Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Broker-Dealer for payment of commissions to Dealers. 3.5 In the event the offering is not completed, the Broker-Dealer and any Dealer will receive only a reimbursement of out-of-pocket accountable expenses actually incurred.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, The Corporation or the Corporation Adviser shall reimburse the Dealer Manager or Participating Broker-Selected Dealers for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses (as defined under the Corporation’s articles of incorporation) to exceed 15% of gross proceeds from such Offering. 3.3 In addition to payment of Corporation expenses under Section 3.1, the Corporation shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Corporation, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Corporation pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the primary Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.2.

Payment of Expenses and Fees. 3.1 (a) The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 (b) In addition, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such Participating Broker-any Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the Company and the Trust's obligations hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company and the independent registered public accounting firm; Trust's accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (dincluding delivery and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriters' letters, and the Preliminary and Supplemental Blue Sky Memoranda. (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee and the Subordinated Debentures for offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws. (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Offerors' registrar and transfer agent or registrar agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the sale and delivery of the Preferred Securities to the Underwriters. (iv) The filing fees of the NASD and applicable fees charged by Nasdaq for inclusion of the Offered Shares and miscellaneous expenses referred to in Preferred Securities for quotation on the Registration Statement; National Market System, and (gv) all All other costs and expenses incident to the travel and accommodation performance of the Corporation’s employees Company's and the Trust's obligations hereunder which are not otherwise provided for in making road show presentations with respect to this Section 7(a). (b) On the consummation of the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In additionPreferred Securities, the Corporation Company shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travelpay Advest, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation Inc. $25,000 as a detailed and itemized invoice for any such due diligence expensesfinancial advisory fee.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: (i) All costs, fees, and expenses incurred in connection with the performance of the obligations of the Company and the Trust hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; Trust’s accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (dincluding delivery and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriters’ letters, and the Blue Sky Memoranda; (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee and the Junior Subordinated Debentures for offer and sale under state laws the Blue Sky Laws; (iii) All fees and expenses of the Offerors’ registrar and transfer agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the states, including sale and delivery of the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys Preferred Securities to the Dealer Manager; Underwriters; (eiv) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and The filing fees of the NASD and other disbursements applicable fees charged by Nasdaq for inclusion of counsel relating thereto); the Preferred Securities for quotation on The National Market System; (fv) the fees and expenses of any transfer agent or registrar the Indenture Trustee, including the fees and disbursements of counsel for the Offered Shares Indenture Trustee, in connection with the Indenture and miscellaneous the Debentures; (vi) the fees and expenses referred to of the Property Trustee and Delaware Trustee, including the fees and disbursements of counsel for the Property Trustee and the Delaware Trustee, in connection with the Registration StatementTrust Agreement and the Certificate of Trust; and (gvii) all All other costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other and the Trust’s obligations hereunderhereunder which are not otherwise provided for in this Section 7(a). 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 6.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees personnel of Xxxxx National Advisor I, LLC (the “Advisor”) in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 6.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2810 (including the Company expenses paid or reimbursed pursuant to this Section 6.1, all items of underwriting compensation described in Section 7 and bona fide due diligence expenses described in Section 6.2) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares in the Offering. 3.2 In addition, the Corporation 6.2 The Company shall also reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket bona fide due diligence expenses incurred by the Dealer Manager or any Participating Dealer, provided that such Participating Broker-Dealerexpenses are supported by a detailed and itemized invoice provided to the Company. Such bona fide due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Dealer Manager or any Participating Broker-Dealer shall provide Notwithstanding anything to the Corporation a detailed and itemized invoice for any such contrary, no due diligence expenses shall be reimbursed by the Company pursuant to this Section 6.2 which would cause the aggregate of all the Company’s “organization and offering expenses” as defined by FINRA Rule 2810 (including the bona fide due diligence expenses paid or reimbursed pursuant to this Section 6.2, all items of underwriting compensation described in Section 7 and the Company expenses described in Section 6.1) to exceed 15.0% of the gross proceeds from the sale of Primary Shares in the Offering.

Payment of Expenses and Fees. 3.1 The Corporation Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes incurred in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including including, without limitation limitation, the financial statements, exhibits, schedules and consents), consents filed therewith) and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationFund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in of the states, including the Qualified Jurisdictions, jurisdictions that the Corporation Fund shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) the filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and fees, filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationAdviser’s employees in making road show presentations with respect to the offering of the Offered SharesOffering; and (h) the performance of the CorporationFund’s other obligations hereunder. 3.2 In addition, the Corporation Fund shall reimburse the Dealer Manager or Participating Broker-Dealers up to 0.5% of the aggregate proceeds raised in the Offering, after payment of Selling Commissions and the Dealer Manager Fee, for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or any Selected Dealer, which are included as part of the reimbursement of organization and offering costs in an amount up to 1.0% of the aggregate proceeds raised in the Offering, after payment of Selling Commissions and the Dealer Manager Fee. Subject to and in accordance with applicable FINRA Rules and regulations, such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationFund’s offices to verify information relating to the CorporationFund. The Dealer Manager or and any Participating Broker-Selected Dealer shall provide to the Corporation Fund a detailed and itemized invoice for any such due diligence expenses. 3.3 In addition to payment of Fund expenses under Section 3.1, the Fund shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Fund, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Fund pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 8.0% of the gross proceeds from the sale of the primary Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.2.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) all fees and expenses of legal counsel to the Dealer Manager up to a maximum of 0.065% of the gross proceeds from the sale of the Offered Shares, provided that any such fees or expenses incurred after the Effective Time of the initial Registration Statement must be approved in advance by the Company ; (e) reimbursement of out-of-pocket travel and entertainment expenses of the investment banking group of the Dealer Manager in connection with soliciting broker-dealers to become Participating Dealers and related activities up to a maximum of 0.4% of the gross proceeds from the sale of the Offered Shares; (f) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (eg) filing for review by FINRA of all necessary documents and information relating to the Offering and public offering of the Offered Shares by the National Association of Securities Dealers, Inc. (the “NASD”) (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (fh) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (gi) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (hj) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 4.1 The Corporation Company agrees to pay all costs and expenses incident to the Follow-On Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of the Financial Industry Regulatory Authority (“FINRA”) all necessary documents and information relating to the Follow-On Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 4.2 In addition, the Corporation Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Follow-On Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Follow-On Offering; (c) attendance at industry, broker-dealer or Participating BrokerCompany sponsored training and education seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 4.2 which would cause the total underwriting compensation paid in connection with the Follow-Dealers On Offering to exceed 10% of the gross proceeds from the sale of the Offered Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 4.3. 4.3 In addition to reimbursement as provided under Section 4.2, the Company shall also reimburse the Dealer Manager for reasonable out-of-pocket due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide due diligence expenses incurred by the Dealer Manager or such any Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Company shall have the right to require that the Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated consummated, or if this Agreement is terminatedterminated for any reason, the Company will pay or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Preferred Securities as follows: - 16 - (i) All costs, fees, and expenses incurred in connection with the performance of the Company and the Trust's obligations hereunder, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel Company and the independent registered public accounting firm; Trust's accountants and counsel, all costs and expenses incurred in connection with the preparation, printing, filing, and distribution (dincluding delivery and shipping costs) the qualification of the Offered Shares Registration Statement, each Preliminary Prospectus, and the Prospectus (including all amendments and exhibits thereto and the financial statements therein), and agreements and supplements provided for offering herein, this Agreement and other underwriting documents, including various Underwriters' letters, and the Preliminary and Supplemental Blue Sky Memoranda; (ii) All filing and registration fees and expenses, including the legal fees and disbursements of counsel, incurred in connection with qualifying or registering all or any part of the Preferred Securities, the Guarantee and the Subordinated Debentures for offer and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; Blue Sky Laws; (eiii) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the All fees and expenses of any the Offerors' registrar and transfer agent or registrar for agent; all transfer taxes, if any, and all other fees and expenses incurred in connection with the Offered Shares sale and miscellaneous expenses referred delivery of the Preferred Securities to in the Registration StatementUnderwriters; (giv) all costs and expenses incident to the travel and accommodation The filing fees of the Corporation’s employees in making road show presentations with respect to the offering NASD and applicable fees charged by Nasdaq for inclusion of the Offered SharesPreferred Securities for quotation on the National Market System; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.and

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)Shares; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

Payment of Expenses and Fees. 3.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the CorporationCompany’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. 3.2 In addition, The Company or the Corporation Adviser shall reimburse the Dealer Manager or Participating Broker-Selected Dealers for reasonable out-of-pocket bona fide accountable due diligence expenses incurred by the Dealer Manager or such Participating Broker-Selected Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Selected Dealer and their personnel when visiting the CorporationCompany’s offices to verify information relating to the CorporationCompany. The Dealer Manager or any Participating Broker-Selected Dealer shall provide to the Corporation Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses (as defined under the Company’s articles of incorporation) to exceed 15% of gross proceeds from such Offering. 3.3 In addition to payment of Company expenses under Section 3.1, the Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.3 that would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.2.

Payment of Expenses and Fees. 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether (a) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedterminated for any reason, including expensesthe Company agrees to pay or cause to be paid all costs, fees fees, and taxes expenses incurred in connection with, or incident to the performance of the Company's obligations under this Agreement, including: (ai) the fees, disbursements, and expenses of the Company's accountants and counsel incurred in connection with the registration feeand delivery of the Shares under the Securities Act, (ii) the preparation fees, expenses, and costs associated with the preparation, filing with the Commission, printing, and distribution (including costs of mailing, packaging, and shipping copies thereof to the Underwriter and dealers) of the Registration Statement Statement, each Preliminary Prospectus, and the Prospectus (including without limitation all exhibits and financial statements, exhibits, schedules and consents), the Prospectusstatements thereto, and any amendments or and supplements thereto, and to any of the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipmentforegoing); (biii) the preparationcost of preparing, issuance printing, and authenticating certificates representing the Shares, and all costs and expenses related to the transfer and delivery of certificates, if any, for the Offered SharesShares to the Underwriter, including any stock stamp, transfer, or other transfer taxes or duties payable upon the sale of the Offered Sharesthereon; (civ) all fees the costs and expenses of in connection with the Corporation’s legal counsel registration and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering the offer and sale under state laws in the statessecurities and Blue Sky Laws, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate filing fees and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto)for the Underwriter incurred in connection with such registration and qualifications and in connection with the preparation of the preliminary and supplemental Blue Sky memoranda, (v) the costs of printing (or reproducing) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, the Selected Dealer Agreements, and all other agreements and documents printed (or reproduced) and delivered in connection with the offering of the Shares; (fvi) all filing fees, and legal fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Shares by the NASD; (vii) the fees and expenses related to the approval of the quotation of the Shares on the OTC Bulletin Board; (viii) the costs and charges of any transfer agent agent, registrar, or registrar depositary; (ix) transportation, accommodations, and other expenses incurred by or on behalf of the Underwriter in connection with the presentations to prospective purchasers of the Shares; (x) all fees and disbursements of counsel for the Offered Underwriter incurred in connection with the Directed Shares and miscellaneous expenses referred to in the Registration StatementProgram; (gxi) all costs preparation, printing, and expenses incident to the travel and accommodation distribution of three bound volumes of the Corporation’s employees in making road show presentations with respect to closing documents for the offering of the Offered SharesUnderwriter and its counsel; and (hxii) all other costs incident to the performance of the Corporation’s other obligations hereunderof the Company hereunder for which provision is not otherwise made in this Section 6. It is understood, however, that except as provided in this Section 6(a), in Section 6(b), and in Section 8 entitled "Indemnification and Contribution", the Underwriter will pay all of its costs and expenses, including fees and disbursements of its counsel, stock transfer taxes payable on resale of any of the Shares by it, and any advertising expenses connected with any offers the Underwriter may make. 3.2 In addition(b) If this Agreement shall be terminated by the Underwriter because of the conditions in Section 7 of this Agreement are not satisfied, or because this Agreement is terminated by the Corporation shall Underwriter pursuant to Section 10 of this Agreement, or by reason of the failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, then the Company will reimburse the Dealer Manager or Participating Broker-Dealers Underwriter for reasonable out-of-pocket due diligence expenses incurred by the Dealer Manager or such Participating Broker-Dealer. Such due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriter) reasonably incurred by the Dealer Manager Underwriter in connection with this Agreement or any Participating Broker-Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Participating Broker-Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expensesoffering contemplated hereunder.

Payment of Expenses and Fees. 3.1 6.1 The Corporation Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the CorporationCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation Company shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees personnel of Xxxxx National Advisor I, LLC (the “Advisor”) in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the CorporationCompany’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 6.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2810 (including the Company expenses paid or reimbursed pursuant to this Section 6.1, all items of underwriting compensation described in Section 7 and bona fide due diligence expenses described in Section 6.2) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares in the Offering. 3.2 In addition, the Corporation 6.2 The Company shall also reimburse the Dealer Manager or Participating Broker-Dealers for reasonable out-of-pocket bona fide due diligence expenses incurred by the Dealer Manager or any Participating Dealer, provided that such Participating Broker-Dealerexpenses are supported by a detailed and itemized invoice provided to the Company. Such bona fide due diligence expenses may include reasonable travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the CorporationCompany’s offices or properties to verify information relating to the CorporationCompany or its properties. The Dealer Manager or any Participating Broker-Dealer shall provide Notwithstanding anything to the Corporation a detailed and itemized invoice for any such contrary, no due diligence expenses shall be reimbursed by the Company pursuant to this Section 6.2 which would cause the aggregate of all the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the bona fide due diligence expenses paid or reimbursed pursuant to this Section 6.2, all items of underwriting compensation described in Section 7 and the Company expenses described in Section 6.1) to exceed 15.0% of the gross proceeds from the sale of Primary Shares in the Offering.