Common use of Soliciting Dealer Compensation Clause in Contracts

Soliciting 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 Soliciting Dealer a selling commission of up to 7.0% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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. (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, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (c) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (d) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (e) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 or otherwise provided for in the “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Soliciting Dealer a selling commission of up to 7.0% of the gross proceeds from the Shares sold by it the Soliciting Dealer and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager fee of 3% of gross offering proceeds. Alternatively, a Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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 after a sale of the Shares is accepted deemed by the Company and the Company has thereafter distributed the commission to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. The Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for selling commissions payable to the Soliciting Dealer is limited solely to the proceeds of selling commissions received by the Dealer Manager from the Company, and the Soliciting Dealer hereby waives any and all rights to receive payment of selling commissions from Dealer Manager until such time as the Dealer Manager is in connection with receipt of such transactionselling commissions from the Company. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of Shares pursuant to the DRP or for any Shares sold pursuant to Section 3(d)(iii) or 3(d)(iv) of the Dealer Manager Agreement. (c) Notwithstanding the foregoing, it is understood and agreed that no selling commission shall be payable with respect to particular Shares if the Dealer Manager or the Company rejects a proposed subscriber’s Subscription Agreement. Accordingly, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion up to one-half of the Dealer Manager Fee received by it from the Company (or 1.5% of gross offering proceeds) to Soliciting Dealer. . (e) The Dealer Manager may, in its sole discretion, request the Company to reimburse, to reimburse Soliciting Dealer for reasonable accountable bona fide due diligence expenses, provided expenses incurred by the Soliciting Dealer to the extent such expenses have actually been incurred, are supported by a detailed and itemized invoices provided invoice and permitted pursuant to the Company rules and regulations of FINRA; provided, however, that no due diligence expenses shall be reimbursed by the Company had theretofore given its prior written approval pursuant to this Section 6(e) which would cause the aggregate of incurrence 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(e)) to exceed 15.0% of such expensesthe gross proceeds from the sale of Shares in the Primary Offering. (df) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any selling commissions, Dealer Manager Fee Fees or other compensation or reimbursement 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Primary Offering. (eg) The Notwithstanding anything herein to the foregoing, the Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees Dealer Manager Fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of such selling commissions or any reallowance of Dealer Manager Fees to Soliciting Dealer. . (h) Notwithstanding anything herein to the foregoing, Soliciting Dealer acknowledges and agrees that the Company will not pay any selling commissions, Dealer Manager’s liability for commissions Manager Fee or other amounts payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager under the Dealer Manager Agreement unless and until the Company has satisfied the Minimum Offering requirement and received the proceeds from such subscriptions from the Company in connection with Soliciting Dealer’s sale of SharesEscrow Agent.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.06.5% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the Selected Dealer receives a 7.5% sales commission, then the Dealer Manager will receive a 2.5% Dealer Manager feeTrust. For purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted by the Company Trust and the Company Trust has thereafter distributed the commission to the Dealer Manager in connection with such transaction. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of DRP Shares. (c) 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 Trust rejects a proposed subscriber’s Subscription Agreement. Accordingly, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company Trust to reimburse, to Soliciting 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 Trust and the Company Trust had theretofore given its prior written approval of incurrence of such expenses. (de) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (ef) The Company Trust will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company Trust in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.0% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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. (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, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (c) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (d) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (e) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 except as described in or as otherwise provided for in the “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to the Soliciting Dealer a selling commission of up to 7.0% of the gross proceeds selling price of each Share for which a sale is completed (except for certain sales for which commissions may be reduced or eliminated in accordance with the terms of the Prospectus and as set forth below) from the up to $2,000,000,000 Shares sold by it and accepted and confirmed by offered in the Company. The Dealer Manager shall receive Primary Offering on a Dealer Manager fee of 3% of gross offering proceeds. Alternatively, a “best efforts” basis for which the Soliciting Dealer may elect have acted as Soliciting Dealer pursuant to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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 transactionAgreement. (b) Purchasers (as defined below) purchasing more than 50,000 Shares will be entitled to a reduced Share purchase price and a reduction in selling commissions payable described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. The discounts will be applied on a transaction-by transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per Share issue price without regard to any per Share price discounts based on volume. (c) For the purposes of such volume discounts, the term “purchaser” includes: (a) an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; (b) a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; (c) an employees’ trust, pension, profit sharing or other employee benefit plan qualified under Section 401(a) of the Internal Revenue Code; and (d) all commingled trust funds maintained by a given bank. (d) No selling commissions will be paid, and the per Share price shall be reduced to $9.30, in connection with Shares sold in the offering of up to $2,000,000,000 Shares in the event the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. (e) No selling commissions will be paid, and the per Share price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of the Soliciting Dealer, (ii) the Soliciting Dealer in its individual capacity, (iii) IRAs and qualified plans of Soliciting Dealer’s registered representatives or (iv) any one of Soliciting Dealer’s registered representatives in their individual capacities. (f) No selling commissions will be paid for sales of common stock under the Company’s DRP. (g) 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, which it may do, as provided in the form of Subscription Agreement for any reason or for no reason. Accordingly, the Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (ch) The Dealer Manager may, in its sole discretion, re-allow to the Soliciting Dealers, a portion of the dealer manager fee received by it. In addition, pursuant to and subject to the terms and conditions of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager mayAgreement, in its sole discretion, request the Company has agreed to reimburse, to reimburse the Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (d) invoices. Certain marketing expenses such as Soliciting Dealer conferences may be advanced to a Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed dealer manager fee reallowed to that Soliciting Dealer. If the Offering is not consummated, the Soliciting 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 dealer manager fee that may otherwise be re-allowable to the Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (ei) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to the Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of SharesDealers.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.0% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of DRP Shares. (c) 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, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (de) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of the Primary Shares in the Offering. (ef) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.0% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of DRP Shares. (c) 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, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (de) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (ef) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.07% of the gross proceeds from the Shares sold by it the Soliciting Dealer and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager fee of 3% of gross offering proceedsTrust. Alternatively, a Soliciting Dealer may elect to receive a fee Selling Commission equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting Dealer, with 2.5% thereof paid at the time of such sale and 11.0% 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 the 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 Trust and the Company Trust has thereafter distributed the commission to the Dealer Manager in connection with such transaction. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of DRP Sxxxxx. (c) 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 Trust rejects a proposed subscriber’s Subscription Agreement. Accordingly, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Subject to the limitations described in or otherwise provided in the Prospectus, the Dealer Manager may, in its sole discretion, request the Company Trust to reimburse, to reimburse Soliciting Dealer for reasonable accountable bona fide due diligence expensesexpenses incurred by Soliciting Dealer, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company Trust and the Company Trust had theretofore given its prior written approval of incurrence of such expenses. (de) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.010% of the gross proceeds raised from the sale of Shares in the Offering. (ef) The Company Trust will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to selling commissions and dealer manager fees received by the Dealer Manager from the Company Trust in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.0% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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. (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, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (c) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (d) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (e) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 or otherwise provided for in the “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Soliciting Dealer a selling commission of up to 7.0% of the gross proceeds from the Shares sold by it the Soliciting Dealer and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager fee of 3% of gross offering proceeds. Alternatively, a Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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 after a sale of the Shares is accepted deemed by the Company and the Company has thereafter distributed the commission to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. The Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for selling commissions payable to the Soliciting Dealer is limited solely to the proceeds of selling commissions received by the Dealer Manager from the Company, and the Soliciting Dealer hereby waives any and all rights to receive payment of selling commissions from Dealer Manager until such time as the Dealer Manager is in connection with receipt of such transactionselling commissions from the Company. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of Shares pursuant to the DRP or for any Shares sold pursuant to Section 3(d)(iii) or 3(d)(iv) of the Dealer Manager Agreement. (c) Notwithstanding the foregoing, it is understood and agreed that no selling commission shall be payable with respect to particular Shares if the Dealer Manager or the Company rejects a proposed subscriber’s Subscription Agreement. Accordingly, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion up to one-half of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (d) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (e) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale (or 1.5% of Shares.gross offering proceeds)

Soliciting 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 Soliciting Dealer a selling commission of up to 7.07% of the gross proceeds from the Shares sold by it the Soliciting Dealer and accepted and confirmed by the Company. The Dealer Manager shall receive a Dealer Manager fee of 3% of gross offering proceedsTrust. Alternatively, a Soliciting Dealer may elect to receive a fee Selling Commission equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting Dealer, with 2.5% thereof paid at the time of such sale and 11.0% 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 the 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 Trust and the Company Trust has thereafter distributed the commission to the Dealer Manager in connection with such transaction. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of DRP Sxxxxx. (c) 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 Trust rejects a proposed subscriber’s Subscription Agreement. Accordingly, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Subject to the limitations described in or otherwise provided in the Prospectus, the Dealer Manager may, in its sole discretion, request the Company Trust to reimburse, to reimburse Soliciting Dealer for reasonable accountable bona fide due diligence expensesexpenses incurred by Soliciting Dealer, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company Trust and the Company Trust had theretofore given its prior written approval of incurrence of such expenses. (de) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.010% of the gross proceeds raised from the sale of Shares in the Offering. (ef) The Company Trust will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to selling commissions and dealer manager fees received by the Dealer Manager from the Company Trust in connection with Soliciting Dealer’s sale of Shares.

Soliciting 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 Soliciting Dealer a selling commission of up to 7.06.5% 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 Soliciting Dealer may elect to receive a fee equal to 7.5% of gross proceeds from the sale of Shares by such Soliciting 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 the 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. (b) Soliciting Dealer acknowledges and agrees that no selling commissions will be paid for sales of DRP Shares. (c) 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, Soliciting Dealer shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in the Dealer Manager, as the Dealer Manager and processing broker-dealer. (cd) The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Soliciting Dealer. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting 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 theretofore given its prior written approval of incurrence of such expenses. (de) Certain marketing expenses such as Soliciting Dealer conferences may be advanced to Soliciting Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Soliciting Dealer. If the Offering is not consummated, Soliciting 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 re-allowable to Soliciting Dealer. Notwithstanding anything herein to the contrary, Soliciting Dealer will not be entitled to receive any Dealer Manager Fee 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 Soliciting Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Offering. (ef) The Company will not be liable or responsible to any Soliciting Dealer for the payment of any selling commissions or any reallowance of fees to Soliciting Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the payment of selling commissions or any reallowance to Soliciting Dealer. Soliciting Dealer acknowledges and agrees that the Dealer Manager’s liability for commissions payable to Soliciting Dealer is limited solely to commissions received by the Dealer Manager from the Company in connection with Soliciting Dealer’s sale of Shares.