Common use of Selected Dealer Compensation Clause in Contracts

Selected Dealer Compensation. (a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement and, subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Dealer a selling commission of up to 7% of the gross proceeds from the Shares sold by it and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager Fee of 3% of gross Offering proceeds. Alternatively, a Selected Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Selected Dealer, with 2.5% thereof paid at the time of such sale and 1% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale, in which event, a portion of the Dealer Manager fee will be reallowed such that the combined selling commission and Dealer Manager Fee do not exceed 10% of gross proceeds of the Offering. If Selected Dealer receives a 7.5% sales commission, then the Dealer Manager will receive a 2.5% Dealer Manager Fee. For purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Selected Dealer acknowledges and agrees that no Selling Commissions will be paid for sales of dividend reinvestment plan Shares or in connection with the sale of Shares to investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. In addition, if an investor has either engaged the services of a registered investment advisor or other financial advisor who will be paid compensation for investment advisory services or other financial or investment advice or is investing through a bank trust account with respect to which such investor has delegated the decision-making authority for investments made through the account to a bank trust department, then such investor may agree with Selected Dealer to reduce the amount of Selling Commissions payable with respect to the sale of its Shares down to zero. (b) Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Dealer Manager or the Company rejects a proposed subscriber’s Subscription Agreement. Accordingly, Selected Dealer shall have no authority to issue a confirmation (pursuant to Rule 10b-10 of the Exchange Act Rules and Regulations) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer of the Offering. (c) The Dealer Manager may, in its sole discretion, reallow up to 50% of the Dealer Manager Fee received by it to Selected Dealer. The Dealer Manager may, in its sole discretion, request that the Company reimburse Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Company had given its prior written approval of the incurrence of such expenses. (d) Certain marketing expenses such as Selected Dealer conferences may be advanced to Selected Dealer and later deducted from the portion of the Dealer Manager Fee reallowed to such Selected Dealer. If the Offering is not consummated, Selected Dealer will repay any such advance to the extent not expended on marketing expenses. Any such advance shall be deducted from the maximum amount of the Dealer Manager Fee that may otherwise be reallowable to Selected Dealer. Notwithstanding anything herein to the contrary, Selected Dealer will not be entitled to receive any Dealer Manager Fee reallowance which would cause the aggregate amount of selling commissions, Dealer Manager Fees and other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Selected Dealers to exceed 10% of the gross Offering proceeds. (e) The Company will not be liable or responsible to any Selected Dealer for the payment of any selling commissions or any reallowance of Dealer Manager Fees to Selected Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance of fees to Selected Dealer. Selected Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Selected Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Selected Dealer’s sale of Shares. (f) In no event shall the Soliciting Dealer be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement.

Selected Dealer Compensation. (a) Subject The Company shall cause to be delivered to the Selected Dealer copies of the Memorandum and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions set forth herein of this Agreement, and in hereby authorizes the Dealer Manager Agreement and, subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Dealer a selling commission of up and its Selected Dealers, employees and Selected Dealers to 7% of use the gross proceeds from the Shares sold by it and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager Fee of 3% of gross Offering proceeds. Alternatively, a Selected Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Selected Dealer, with 2.5% thereof paid at the time of such sale and 1% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale, in which event, a portion of the Dealer Manager fee will be reallowed such that the combined selling commission and Dealer Manager Fee do not exceed 10% of gross proceeds of the Offering. If Selected Dealer receives a 7.5% sales commission, then the Dealer Manager will receive a 2.5% Dealer Manager Fee. For purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Selected Dealer acknowledges and agrees that no Selling Commissions will be paid for sales of dividend reinvestment plan Shares or Memorandum in connection with the sale of Shares to investors whose contracts for investment advisory the Units until the Termination Date, and related brokerage services include a fixed no person or “wrap” fee feature. In addition, if an investor has either engaged the services of a registered investment advisor entity is or other financial advisor who will be paid compensation for investment advisory services authorized to give any information or make any representations other financial than those contained in the Memorandum or investment advice or is investing through a bank trust account to use any offering materials other than those contained in the Memorandum in connection with respect to which such investor has delegated the decision-making authority for investments made through the account to a bank trust department, then such investor may agree with Selected Dealer to reduce the amount of Selling Commissions payable with respect to the sale of its Shares down to zerothe Units. (b) Notwithstanding The Company shall make available to the foregoing, it is understood Selected Dealer and agreed that no commission its representatives such information as may be reasonably requested in making a reasonable investigation of the Company and its affairs and shall provide access to such employees during normal business hours as shall be payable with respect to particular Shares if reasonably requested by the Dealer Manager or the Company rejects a proposed subscriber’s Subscription Agreement. Accordingly, Selected Dealer shall have no authority to issue a confirmation (pursuant to Rule 10b-10 of the Exchange Act Rules and Regulations) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer of the OfferingDealer. (c) The As compensation for its services under this Agreement, the Selected Dealer Manager may, in its sole discretion, reallow up will receive (i) a cash fee (the "Selected Dealer Fee") equal to 508.0% of the Dealer Manager Fee received by it to Selected Dealer. The Dealer Manager may, in its sole discretion, request aggregate proceeds that the Company reimburse Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to receives from the Company and the Company had given its prior written approval sale of the incurrence Units and (ii) reimbursement of such expensesup to $30,000 of non-accountable expenses incurred in connection with this Offering (the "Expense Allowance"). (d) Certain marketing expenses such as As additional compensation hereunder, at each Closing, the Company will issue to the Selected Dealer conferences may be advanced to or its designees, for nominal consideration, warrants ("Selected Dealer and later deducted from the portion of the Dealer Manager Fee reallowed Warrants") to such Selected Dealer. If the Offering is not consummated, Selected Dealer will repay any such advance to the extent not expended on marketing expenses. Any such advance shall be deducted from the maximum amount of the Dealer Manager Fee that may otherwise be reallowable to Selected Dealer. Notwithstanding anything herein to the contrary, Selected Dealer will not be entitled to receive any Dealer Manager Fee reallowance which would cause the aggregate amount of selling commissions, Dealer Manager Fees and other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Selected Dealers to exceed 10purchase 20% of the gross Offering proceedsnumber of shares of Common Stock included in the Units sold at such Closing, exercisable at the same price per share as the Warrants included in the Units issued at such closing. The Selected Dealer Warrants shall be afforded the same terms that contained in the Warrants. The Selected Dealer shall have registration rights as shall be set forth in the Registration Rights Agreement annexed to the Memorandum. (e) The Company will not be liable or responsible to any Payment of the proportional amount of the Selected Dealer Fee will be made out of the proceeds of subscriptions for the payment of any selling commissions or any reallowance of Units sold at each Closing (as hereinafter defined) and Selected Dealer Manager Fees Warrants will be issued to the Selected Dealer, it being Dealer and its designees at each Closing in proportion to the sole and exclusive responsibility Units sold at each Closing. Payment of the Dealer Manager Expense Allowance will be made out of the proceeds of subscriptions for Units at the payment of selling commissions or any reallowance of fees to Selected Dealer. Selected Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Selected Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Selected Dealer’s sale of SharesFirst Closing. (f) In no event shall the Soliciting Dealer be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement.

Selected Dealer Compensation. (a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement and, subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Dealer a selling commission of up to 7% of the gross proceeds from the Shares sold by it and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager Fee of 3% of gross Offering proceeds. Alternatively, a Selected Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Selected Dealer, with 2.5% thereof paid at the time of such sale and 1% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale, in which event, a portion of the Dealer Manager fee will be reallowed such that the combined selling commission and Dealer Manager Fee do not exceed 10% of gross proceeds of the Offering. If Selected Dealer receives a 7.5% sales commission, then the Dealer Manager will receive a 2.5% Dealer Manager Fee. For purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Selected Dealer acknowledges and agrees that no Selling Commissions will be paid for sales of dividend reinvestment plan Shares or in connection with the sale of Shares to investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. In addition, if an investor has either engaged the services of a registered investment advisor or other financial advisor who will be paid compensation for investment advisory services or other financial or investment advice or is investing through a bank trust account with respect to which such investor has delegated the decision-making authority for investments made through the account to a bank trust department, then such investor may agree with Selected Dealer to reduce the amount of Selling Commissions payable with respect to the sale of its Shares down to zero. (b) Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Dealer Manager or the Company rejects a proposed subscriber’s Subscription Agreement. Accordingly, Selected Dealer shall have no authority to issue a confirmation (pursuant to Rule 10b-10 of the Exchange Act Rules and Regulations) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer of the Offeringdealer. (c) The Dealer Manager may, in its sole discretion, reallow up to 50% a portion of the Dealer Manager Fee received by it to Selected Dealer. The Dealer Manager may, in its sole discretion, request that the Company reimburse Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Company had given its prior written approval of the incurrence of such expenses. (d) Certain marketing expenses such as Selected Dealer conferences may be advanced to Selected Dealer and later deducted from the portion of the Dealer Manager Fee reallowed to such Selected Dealer. If the Offering is not consummated, Selected Dealer will repay any such advance to the extent not expended on marketing expenses. Any such advance shall be deducted from the maximum amount of the Dealer Manager Fee that may otherwise be reallowable to Selected Dealer. Notwithstanding anything herein to the contrary, Selected Dealer will not be entitled to receive any Dealer Manager Fee reallowance which would cause the aggregate amount of selling commissions, Dealer Manager Fees and other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Selected Dealers to exceed 10% of the gross Offering proceeds. (e) The Company will not be liable or responsible to any Selected Dealer for the payment of any selling commissions or any reallowance of Dealer Manager Fees to Selected Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance of fees to Selected Dealer. Selected Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Selected Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Selected Dealer’s sale of Shares. (f) In no event shall the Soliciting Dealer be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement.