Common use of Stockholder Servicing Fee Clause in Contracts

Stockholder Servicing Fee. (i) Except as may be disclosed in the section of the Prospectus titled “Plan of Distribution,” the Company will pay to the Dealer Manager a stockholder servicing fee (the “Stockholder Servicing Fee”) with respect to each outstanding Class K-T Share sold in the Primary Offering in an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year. The Stockholder Servicing Fee accrues daily (in an amount equal to 1/365th of the applicable 1.0% value) and is payable to the Dealer Manager on a monthly basis in arrears. No Stockholder Servicing Fee will be paid with respect to Class K-T Shares that are DRIP Shares or Class K-T Shares sold to the Advisor, or its affiliates. The Dealer Manager may reallow all or a portion of the Stockholder Servicing Fee to the Participating Broker-Dealers who sold the Class K-T Shares giving rise to a portion of such Stockholder Servicing Fee, to the extent the Participating Broker-Dealer Agreement with such Participating Broker-Dealer provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Agreement related to such reallowance. The terms of the Dealer Manager’s reallowance of Stockholder Servicing Fee to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. (ii) The Company will cease paying the Stockholder Servicing Fee with respect to all outstanding Class K-T Shares sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the aggregate underwriting compensation (as defined in accordance with applicable FINRA Rules) paid from all sources in connection with the Offering equals 10% of the gross proceeds from the sale of Offered Shares in the Primary Offering, (ii) the listing of the Class K-I Shares, Class K Shares or Class K-T Shares (or any other class or series of the Company’s stock) on a national securities exchange, or (iii) the merger or consolidation of the Company or the sale of all or substantially all of the Company’s assets. Without limitation of the foregoing, the Company will cease paying the Stockholder Servicing Fee with respect to any individual outstanding Class K-T Share sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be in excess of 10% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (ii) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (iii) the date on which such Class K-T Share is repurchased by the Company, and (iv) the date on which the holder of such Class K-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; provided, that the Company will continue paying the Stockholder Servicing Fee, which shall be reallowed to such new broker-dealer, if the new broker-dealer enters into a Participating Broker-Dealer Agreement and becomes a Participating Broker-Dealer with respect to the Offering or otherwise agrees to provide the ongoing services set forth in the Participating Broker-Dealer Agreement. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.

Stockholder Servicing Fee. (i) Except as may be disclosed in the section of the Prospectus titled “Plan of Distribution,” the Company will pay to the Dealer Manager a stockholder servicing fee (the “Stockholder Servicing Fee”) with respect to each outstanding Class K-T Share sold in the Primary Offering in an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year. The Stockholder Servicing Fee accrues daily (in an amount equal to 1/365th of the applicable 1.0% value) and is payable to the Dealer Manager on a monthly basis in arrears. No Stockholder Servicing Fee will be paid with respect to Class K-T Shares that are DRIP Shares or Class K-T Shares sold to the Advisor, or its affiliates. The Dealer Manager may reallow all or a portion of the stockholder servicing fee described in the Dealer Manager Agreement (the “Stockholder Servicing Fee Fees”) to the Participating Broker-Dealers who sold the Class K-T Shares giving rise to a portion of such Stockholder Servicing Fee, to the extent the Participating Broker-Dealer Agreement with such Participating Broker-Dealer provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Agreement related to such reallowanceDealers. The terms of the Dealer Manager’s reallowance of Stockholder Servicing Fee Fees to a particular the Participating Broker-Dealer shall be as set forth in pursuant to Schedule 1 to the this Agreement, if applicable. Participating Broker-Dealer Agreement acknowledges and agrees the Dealer Manager’s liability to Participating Broker-Dealer for reallowance of Stockholder Servicing Fees is limited solely to the Dealer Manager Fees received by the Dealer Manager from the Company associated with such Participating Broker-Dealer. (ii) The Company will cease paying the Stockholder Servicing Fee with respect to all outstanding ’s sale of Class K-T Shares sold in the Primary Offering at Offering. The payment of reallowances of Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees to the earlier of: (i) Participating Broker-Dealer pursuant to this Agreement will be in all cases subject to the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines limitation that the aggregate Selling Commissions, Dealer Manager Fees, Stockholder Servicing Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA Rules) paid from all sources in connection any source with respect to the Offering equals may not exceed 10% of the gross proceeds raised from the sale of Offered Primary Shares in the Primary Offering, (ii) the listing Offering as of the Class K-I Shares, Class K Shares or Class K-T Shares (or any other class or series of the Company’s stock) on a national securities exchange, or (iii) the merger or consolidation of the Company or the sale of all or substantially all of the Company’s assets. Without limitation of the foregoing, the Company will cease paying the Stockholder Servicing Fee with respect to any individual outstanding Class K-T Share sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including foregoing Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be if any, are not in excess of 10% of the total gross purchase price paid for such Class K-T Share usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary OfferingShares, (ii) that Participating Broker-Dealer’s interest in the end of the month in which the Company’s transfer agentOffering is limited to such Selling Commissions, on the Company’s behalf, determines that the Dealer Manager Fees and Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary OfferingFees, (iii) the date on which such Class K-T Share is repurchased by the Companyif any, and (iv) the date on which the holder of such Class KParticipating Broker-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; providedDealer’s indemnity referred to in Section XII herein, and, except as set forth above, that the Company will continue paying is not liable or responsible for the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fee, which shall be reallowed to such new broker-dealerFees, if the new broker-dealer enters into a any, to Participating Broker-Dealer Agreement and becomes a Participating Broker-Dealer with respect to the Offering or otherwise agrees to provide the ongoing services set forth in the Participating Broker-Dealer AgreementDealer. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.

Stockholder Servicing Fee. a. Pursuant to the Stockholder Servicing Coordination Agreement, with respect to Shares issued as Stock Consideration to Mxxxx I Stockholders listed on Schedule 1 to this Agreement (i) Except as may be disclosed in the section “Eligible Stockholders”), within 20 days after the closing of the Prospectus titled “Plan of Distribution,” Merger the Company will pay Mxxxx Securities aggregate Stockholder Servicing Fees equal to the Dealer Manager product of (i) a stockholder servicing fee (the “Stockholder Servicing Fee”) with respect to each outstanding Class K-T Per Share sold in the Primary Offering in an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year. The Stockholder Servicing Fee accrues daily of $______ multiplied by (in an amount equal ii) the total number of Shares to 1/365th be received by the Eligible Stockholders as Stock Consideration pursuant to the terms of the applicable 1.0% valueMerger Agreement. b. In consideration of the services provided pursuant to this Agreement, within 30 days of receipt of the Stockholder Servicing Fees described in Paragraph (a) and is payable of this Section II, Mxxxx Securities will reallow to the Participating Broker Dealer Manager on a monthly basis in arrears. all such Stockholder Servicing Fees. c. No Stockholder Servicing Fee Fees will be paid with respect to Class K-T Shares that are DRIP Shares or Class K-T Shares sold to the Advisor, or its affiliates. Cash Consideration. d. The Dealer Manager may reallow all or a portion of the Per Share Stockholder Servicing Fee will only be payable to the Participating Broker-Dealers who sold with respect to the Class K-T Shares giving rise Eligible Stockholders. e. The parties hereby agree that the foregoing Stockholder Servicing Fees are not in excess of the usual and customary compensation for stockholder services of the types described herein with respect to a portion securities similar to the Shares, and that the Company is not liable or responsible for the direct payment of such Stockholder Shareholder Servicing Fee, Fees to the extent the Participating Broker-Dealer Agreement with such Participating Broker-Dealer provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Agreement related to such reallowance. The terms of the Dealer Manager’s reallowance of Stockholder Servicing Fee to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. (ii) The Company will cease paying f. All Parties shall be responsible for their own expenses incurred in connection with to this Agreement. g. Participating Broker-Dealer, in its sole discretion, may authorize Mxxxx Securities to deposit the Stockholder Servicing Fee with respect Fees due to all outstanding Class K-T Shares sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the aggregate underwriting compensation (as defined in accordance with applicable FINRA Rules) paid from all sources in connection with the Offering equals 10% of the gross proceeds from the sale of Offered Shares in the Primary Offering, (ii) the listing of the Class K-I Shares, Class K Shares or Class K-T Shares (or any other class or series of the Company’s stock) on a national securities exchange, or (iii) the merger or consolidation of the Company or the sale of all or substantially all of the Company’s assets. Without limitation of the foregoing, the Company will cease paying the Stockholder Servicing Fee with respect it pursuant to any individual outstanding Class K-T Share sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be in excess of 10% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (ii) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (iii) the date on which such Class K-T Share is repurchased by the Company, and (iv) the date on which the holder of such Class K-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; provided, that the Company will continue paying the Stockholder Servicing Fee, which shall be reallowed to such new broker-dealerthis Agreement, if the new broker-dealer enters into a any, directly to its bank account. If Participating Broker-Dealer Agreement and becomes a so elects, Participating Broker-Dealer with respect shall provide deposit authorization and instructions to the Offering or otherwise agrees Mxxxx Securities in Schedule 2 to provide the ongoing services set forth in the Participating Broker-Dealer this Agreement. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.

Stockholder Servicing Fee. (i) Except as may be disclosed Subject to any special circumstances described in or otherwise provided under the section of the Prospectus titled caption “Plan of Distribution,” in the Prospectus, which may be amended, supplemented and restated from time to time, and subject to the limitations set forth below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D Shares and an advisor stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T Shares, all as described in Schedule 2 to this Agreement (the “Stockholder Servicing FeeFees”) with respect to each outstanding Class K-T Share sold in the Primary Offering in an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year). The Company will pay the Stockholder Servicing Fee accrues daily (in an amount equal to 1/365th of the applicable 1.0% value) and is payable Fees to the Dealer Manager on a monthly basis in arrears. No Stockholder Servicing Fee will be paid with respect to Class K-T Shares that are DRIP Shares or Class K-T Shares sold to the Advisor, or its affiliates. The Dealer Manager may will reallow all or a portion of the Stockholder Servicing Fee to the Participating Broker-(a) any Selected Dealers or Selected Institutions who sold the Class K-T T, Class S or Class D Shares giving rise to a portion of such Stockholder Servicing Fee, Fee to the extent the Participating Broker-Dealer Offering Participant Agreement with such Participating Broker-Selected Dealer or Selected Institution, as applicable, provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating BrokerOffering Participant Agreement related to such reallowance or (b) the broker-dealer of record/custodian for any Selected RIA whose clients purchased Class D Shares (each, a “Servicing Dealer”) giving rise to a portion of such Stockholder Servicing Fee to the extent the Selected RIA Agreement with such Selected RIA provides for such reallowance and such Servicing Dealer is in compliance with the terms of such Selected RIA Agreement related to such reallowance. The terms of ; provided, however, that upon the date when the Dealer Manager’s reallowance of Stockholder Servicing Fee Manager is notified that the Selected Dealer who sold the Class T, Class S or Class D Shares giving rise to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. (ii) The Company will cease paying portion of the Stockholder Servicing Fee or a Selected RIA’s Servicing Dealer with respect to Class D Shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Selected Dealer, Selected Institution or Servicing Dealer no longer satisfies any or all outstanding of the conditions in its Selected Dealer Agreement, Selected Institution Agreement or Servicing Dealer Agreement, as applicable, for the receipt of the Stockholder Servicing Fee, then such party’s entitlement to the Stockholder Servicing Fee related to such Class K-T Shares sold in T, Class S and/or Class D Shares, as applicable, shall cease, and the Primary Offering at Selected Dealer, Selected Institution or Servicing Dealer shall not receive the earlier of: (i) the end Stockholder Servicing Fee for any portion of the month in which such party is not eligible on the Company’s transfer agentlast day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D Shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D Shares on the Company’s behalfbooks and records (including, determines that but not limited to, a reregistration due to a sale or a transfer or a change in the aggregate underwriting compensation form of ownership of the account), then the Selected Dealer, Selected Institution or Servicing Dealer shall be entitled to a pro rata portion of the Stockholder Servicing Fees related to the Class T, Class S and/or Class D Shares, as applicable, for the portion of the month for which the Selected Dealer, Selected Institution or Servicing Dealer was the broker-dealer or custodian of record. Thereafter, such Stockholder Servicing Fees may be reallowed to a designated broker-dealer of record/custodian for such Class T, Class S or Class D Shares (as defined in accordance with applicable FINRA Rules) paid from all sources in connection who shall be considered a Servicing Dealer), to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Offering equals 10% Dealer Manager (a “Servicing Dealer Agreement”) providing for the reallowance of the gross proceeds from the sale of Offered Shares in the Primary Offering, (ii) the listing of the Class K-I Shares, Class K Shares such Stockholder Servicing Fees. The Dealer Manager may also allow some or Class K-T Shares (or any other class or series of the Company’s stock) on a national securities exchange, or (iii) the merger or consolidation of the Company or the sale of all or substantially all of the Company’s assetsStockholder Servicing Fees to one or more other broker-dealers who provide services with respect to the Shares (each of which shall be considered an additional Servicing Dealer) pursuant to a Servicing Dealer Agreement between each broker-dealer and the Dealer Manager. Without limitation For the avoidance of the foregoingdoubt, the Company Dealer Manager will cease paying waive the Stockholder Servicing Fee with respect to any individual outstanding Class K-T Share sold in the Primary Offering at extent the earlier of: (i) the end of the month in which the Company’s transfer agentSelected Dealer, on the Company’s behalf, determines that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including Selling Commissions, Selected Institution or Servicing Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be in excess of 10% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (ii) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (iii) the date on which such Class K-T Share is repurchased by the Company, and (iv) the date on which the holder of such Class K-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; provided, that the Company will continue paying the Stockholder Servicing Fee, which shall be reallowed to such new broker-dealer, if the new broker-dealer enters into a Participating Broker-Dealer Agreement and becomes a Participating Broker-Dealer no longer provides services with respect to the Offering applicable Class T, Class S or otherwise agrees to provide the ongoing services set forth in the Participating Broker-Dealer AgreementClass D Shares. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.

Stockholder Servicing Fee. (i) Except as may be disclosed Subject to any special circumstances described in or otherwise provided under the section of the Prospectus titled caption “Plan of Distribution,” in the Prospectus, which may be amended, supplemented and restated from time to time, and subject to the limitations set forth below, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to sales of Class S and Class D Shares and an advisor stockholder servicing fee and a dealer stockholder servicing fee with respect to Class T Shares, all as described in Schedule 2 to this Agreement (the “Stockholder Servicing FeeFees”) with respect to each outstanding Class K-T Share sold in the Primary Offering in an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year). The Company will pay the Stockholder Servicing Fee accrues daily (in an amount equal to 1/365th of the applicable 1.0% value) and is payable Fees to the Dealer Manager on a monthly basis in arrears. No Stockholder Servicing Fee will be paid with respect to Class K-T Shares that are DRIP Shares or Class K-T Shares sold to the Advisor, or its affiliates. The Dealer Manager may will reallow all or a portion of the Stockholder Servicing Fee to the Participating Broker-(a) any Selected Dealers or Selected Institutions who sold the Class K-T T, Class S or Class D Shares giving rise to a portion of such Stockholder Servicing Fee, Fee to the extent the Participating Broker-Dealer Offering Participant Agreement with such Participating Broker-Selected Dealer or Selected Institution, as applicable, provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Offering Participant Agreement related to such reallowance. The terms reallowance or (b) the broker-dealers of the Dealer Manager’s reallowance record/custodian servicing a stockholders’ account with Class T, Class S or Class D Shares (each, a “Servicing Dealer”) giving rise to a portion of such Stockholder Servicing Fee to the extent such Servicing Dealer has entered into a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Selected Dealer Agreement or similar agreement with the Dealer Manager (a “Servicing Dealer Agreement”) providing for the reallowance of such Participating BrokerStockholder Servicing Fees; provided, however, that upon the date when the Dealer Manager is notified that a Selected Dealer or Servicing Dealer is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares or that the Selected Dealer. (ii) The Company will cease paying , Selected Institution or Servicing Dealer no longer satisfies any or all of the conditions in its Selected Dealer Agreement, Selected Institution Agreement or Servicing Dealer Agreement, as applicable, for the receipt of the Stockholder Servicing Fee, then such party’s entitlement to the Stockholder Servicing Fee with respect related to all outstanding such Class K-T Shares sold in T, Class S and/or Class D Shares, as applicable, shall cease, and the Primary Offering at Selected Dealer, Selected Institution or Servicing Dealer shall not receive the earlier of: (i) the end Stockholder Servicing Fee for any portion of the month in which such party is not eligible on the Company’s transfer agentlast day of the month; provided, however, if there is a change in the broker-dealer of record with respect to the Class T, Class S or Class D Shares, as applicable, made in connection with a change in the registration of record for the Class T, Class S or Class D Shares on the Company’s behalfbooks and records (including, determines that but not limited to, a reregistration due to a sale or a transfer or a change in the aggregate underwriting compensation (as defined in accordance with applicable FINRA Rules) paid from all sources in connection with the Offering equals 10% form of ownership of the gross proceeds from account), then the sale of Offered Shares in the Primary OfferingSelected Dealer, (ii) the listing Selected Institution or Servicing Dealer shall be entitled to a pro rata portion of the Stockholder Servicing Fees related to the Class K-I T, Class S and/or Class D Shares, as applicable, for the portion of the month for which the Selected Dealer, Selected Institution or Servicing Dealer was the broker-dealer or custodian of record. Thereafter, such Stockholder Servicing Fees may be reallowed to a designated broker-dealer of record/custodian for such Class K Shares T, Class S or Class K-T D Shares (who shall be considered a Servicing Dealer), to the extent such Servicing Dealer has entered into a Servicing Dealer Agreement providing for the reallowance of such Stockholder Servicing Fees. The Dealer Manager may also allow some or any other class or series of the Company’s stock) on a national securities exchange, or (iii) the merger or consolidation of the Company or the sale of all or substantially all of the Company’s assetsStockholder Servicing Fees to one or more other broker-dealers who provide services with respect to the Shares (each of which shall be considered an additional Servicing Dealer) pursuant to a Servicing Dealer Agreement between each broker-dealer and the Dealer Manager. Without limitation For the avoidance of the foregoingdoubt, the Company Dealer Manager will cease paying waive the Stockholder Servicing Fee with respect to any individual outstanding Class K-T Share sold in the Primary Offering at extent the earlier of: (i) the end of the month in which the Company’s transfer agentSelected Dealer, on the Company’s behalf, determines that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including Selling Commissions, Selected Institution or Servicing Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be in excess of 10% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (ii) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (iii) the date on which such Class K-T Share is repurchased by the Company, and (iv) the date on which the holder of such Class K-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; provided, that the Company will continue paying the Stockholder Servicing Fee, which shall be reallowed to such new broker-dealer, if the new broker-dealer enters into a Participating Broker-Dealer Agreement and becomes a Participating Broker-Dealer no longer provides services with respect to the Offering applicable Class T, Class S or otherwise agrees to provide the ongoing services set forth in the Participating Broker-Dealer AgreementClass D Shares. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.

Stockholder Servicing Fee. (i) Except as may be disclosed in the section of the Prospectus titled “Plan of Distribution,” the Company will pay to the Dealer Manager a stockholder servicing fee with respect to the outstanding Class T Shares sold in the Primary Offering equal to 1/365th of 1.0% of the purchase of each such outstanding Class T Share (the “Stockholder Servicing Fee”) with respect to each outstanding Class K-T Share sold in ); provided, however, that once the Primary Offering in Company has determined an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year. The Share, the Stockholder Servicing Fee accrues daily (in an amount will thereafter be equal to 1/365th of the applicable 1.0% value) and is payable to of the Dealer Manager on a monthly basis in arrearsestimated value per each such outstanding Class T Share. No Stockholder Servicing Fee will be paid with respect to Class K-T Shares that which are DRIP Shares or Class K-T Shares sold to the Advisor, the Service Provider or its their respective affiliates. The Stockholder Servicing Fee accrues daily and is payable to the Dealer Manager on a [monthly] basis in arrears. The Dealer Manager may reallow all or a portion of the Stockholder Servicing Fee to the Participating Broker-Dealers who sold the Class K-T Shares giving rise to a portion of such Stockholder Servicing Fee, to the extent the Participating BrokerParticipating-Broker Dealer Agreement with such Participating Broker-Dealer provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Agreement related to such reallowance. The terms of the Dealer Manager’s reallowance of Stockholder Servicing Fee to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer. (ii) . The Company will cease paying the Stockholder Servicing Fee with respect to all outstanding Class K-T Shares sold in the Primary Offering at the earlier of: (i) the end of the month in date at which the Company’s transfer agent, on the Company’s behalf, determines that the aggregate underwriting compensation (as defined in accordance with applicable FINRA Rules) paid from all sources in connection with the Offering equals exceeds 10% of the gross proceeds from the sale of Offered Shares in the Primary Offering, (ii) the third anniversary of the last day of the fiscal quarter in which the Primary Offering terminates, (iii) the listing of the Class K-I Shares, Class K Shares or Class K-T Shares (or any other class or series of the Company’s stocka successor security) on a national securities exchange, or (iiiiv) the merger or consolidation of the Company with or the into another company or sale of all or substantially all of the Company’s assets. Without limitation of the foregoing, the Company will cease paying the Stockholder Servicing Fee with respect to any individual outstanding Class K-T Share sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be in excess of 10% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, (ii) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines that the Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary Offering, and (iii) the date on which such Class K-T Share is repurchased by the Company, and (iv) the date on which the holder of such Class K-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; provided, that the Company will continue paying the Stockholder Servicing Fee, which shall be reallowed to such new broker-dealer, if the new broker-dealer enters into a Participating Broker-Dealer Agreement and becomes a Participating Broker-Dealer with respect to the Offering or otherwise agrees to provide the ongoing services set forth in the Participating Broker-Dealer Agreement. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.Company.1

Stockholder Servicing Fee. (i) Except as The Dealer Manager may be disclosed in the section reallow a portion of the Prospectus titled “Plan of Distribution,” the Company will pay to stockholder servicing fee described in the Dealer Manager a stockholder servicing fee Agreement (the “Stockholder Servicing FeeFees”) with respect to each outstanding Class K-T Share sold in the Primary Offering in an amount equal to 1.0%, annualized, of the most recent estimated net asset value (“NAV”) per Class K-T Share on a continuous basis from year to year. The Stockholder Servicing Fee accrues daily (in an amount equal to 1/365th of the applicable 1.0% value) and is payable to the Dealer Manager on a monthly basis in arrears. No Stockholder Servicing Fee will be paid with respect to Class K-T Shares that are DRIP Shares or Class K-T Shares sold to the Advisor, or its affiliates. The Dealer Manager may reallow all or a portion of the Stockholder Servicing Fee to the Participating Broker-Dealers who sold the Class K-T Shares giving rise to a portion of such Stockholder Servicing Fee, to the extent the Participating Broker-Dealer Agreement with such Participating Broker-Dealer provides for such a reallowance and such Participating Broker-Dealer is in compliance with the terms of such Participating Broker-Dealer Agreement related to such reallowanceDealers. The terms of the Dealer Manager’s reallowance of Stockholder Servicing Fee Fees to a particular the Participating Broker-Dealer shall be as set forth in pursuant to Schedule 1 to this Agreement, if applicable. Participating Broker-Dealer acknowledges and agrees the Dealer Manager’s liability to Participating Broker-Dealer for reallowance of Stockholder Servicing Fees is limited solely to the Dealer Manager Fees received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class T Shares sold in the Primary Offering. The payment of reallowances of Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees to the Participating Broker-Dealer pursuant to this Agreement with such Participating Broker-Dealer. (ii) The Company will cease paying be in all cases subject to the Stockholder Servicing Fee with respect to all outstanding Class K-T Shares sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines limitation that the aggregate Selling Commissions, Dealer Manager Fees, Stockholder Servicing Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA Rules) paid from all sources in connection any source with respect to the Offering equals may not exceed 10% of the gross proceeds raised from the sale of Offered Primary Shares in the Primary Offering, (ii) the listing Offering as of the Class K-I Shares, Class K Shares or Class K-T Shares (or any other class or series of the Company’s stock) on a national securities exchange, or (iii) the merger or consolidation of the Company or the sale of all or substantially all of the Company’s assets. Without limitation of the foregoing, the Company will cease paying the Stockholder Servicing Fee with respect to any individual outstanding Class K-T Share sold in the Primary Offering at the earlier of: (i) the end of the month in which the Company’s transfer agent, on the Company’s behalf, determines applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree that the total underwriting compensation (as defined in accordance with applicable FINRA Rules), including foregoing Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, paid with respect to such Class K-T Share would be if any, are not in excess of 10% of the total gross purchase price paid for such Class K-T Share usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary OfferingShares, (ii) that Participating Broker-Dealer’s interest in the end of the month in which the Company’s transfer agentOffering is limited to such Selling Commissions, on the Company’s behalf, determines that the Dealer Manager Fees and Stockholder Servicing Fee paid with respect to such Class K-T Share would be in excess of 3.0% of the total gross purchase price paid for such Class K-T Share in the Primary OfferingFees, (iii) the date on which such Class K-T Share is repurchased by the Companyif any, and (iv) the date on which the holder of such Class KParticipating Broker-T Share or its agent notifies the Dealer Manager or its agent that such holder is represented by a new broker-dealer; providedDealer’s indemnity referred to in Section XII herein, and, except as set forth above, that the Company will continue paying is not liable or responsible for the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fee, which shall be reallowed to such new broker-dealerFees, if the new broker-dealer enters into a any, to Participating Broker-Dealer Agreement and becomes a Participating Broker-Dealer with respect to the Offering or otherwise agrees to provide the ongoing services set forth in the Participating Broker-Dealer AgreementDealer. (iii) At the time the Company ceases paying the Stockholder Servicing Fee with respect to a Class K-T Share pursuant to the provisions set forth in Section 5.2(c)(ii) above, such Class K-T Share (including any associated Class K-T Shares issued pursuant to the DRIP) will convert (A) into a number of Class K Shares (including any fractional Class K Shares) with an equivalent estimated NAV of such Class K-T Share as of the date of such conversion; provided, that in the case of a listing of any class or series of the Company’s stock on a national securities exchange, into one share (subject to pro rata adjustment, or any other adjustment deemed appropriate and equitable by the Company’s board of directors as a result of any stock split, stock dividend, reverse stock split, subdivision, combination or similar corporate event) of the class or series of stock that is listed, or (B) as otherwise set forth in the Prospectus and pursuant to the terms of the Company’s charter.