Common use of Stockholder Servicing Fee Clause in Contracts

Stockholder Servicing Fee. The Dealer Manager may reallow all or a portion of the stockholder servicing fee described in the Dealer Manager Agreement (the “Stockholder Servicing Fees”) to Participating Broker-Dealers. The Dealer Manager’s reallowance of Stockholder Servicing Fees to the Participating Broker-Dealer shall be 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 K-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 will be in all cases subject to the 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 any source with respect to the Offering may not exceed 10% of the gross proceeds raised from the sale of Primary Shares in the Offering as of the end of the applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree that the foregoing Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Broker-Dealer’s interest in the Offering is limited to such Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and, except as set forth above, that the Company is not liable or responsible for the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees, if any, to Participating Broker-Dealer.

Stockholder Servicing Fee. The Dealer Manager may reallow all or a portion of the stockholder servicing fee described in the Dealer Manager Agreement (the “Stockholder Servicing Fees”) to Participating Broker-Dealers. The Dealer Manager’s reallowance of Stockholder Servicing Fees to the Participating Broker-Dealer shall be 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 K-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 will be in all cases subject to the 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 any source with respect to the Offering may not exceed 10% of the gross proceeds raised from the sale of Primary Shares in the Offering as of the end of the applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree that the foregoing Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Broker-Dealer’s interest in the Offering is limited to such Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and, except as set forth above, that the Company is not liable or responsible for the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees, if any, to Participating Broker-Dealer.

Stockholder Servicing Fee. The Subject to any special circumstances described in or otherwise provided under the 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 may reallow all or a portion of the 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 the Dealer Manager Schedule 2 to this Agreement (the “Stockholder Servicing Fees”) to Participating Broker-Dealers). The Dealer Manager’s reallowance of Company will pay the Stockholder Servicing Fees to the Participating BrokerDealer Manager monthly in arrears. The Dealer Manager will reallow all of the Stockholder Servicing Fee to (a) any Selected Dealers or Selected Institutions who sold the Class T, Class S or Class D Shares giving rise to a portion of such Stockholder Servicing Fee to the extent the Offering Participant Agreement with such Selected Dealer or Selected Institution, as applicable, provides for such a reallowance and such Dealer is in compliance with the terms of such Offering 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; provided, however, that upon the date when the Dealer Manager is notified that the Selected Dealer who sold the Class T, Class S or Class D Shares giving rise to a 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 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 T, Class S and/or Class D Shares, as applicable, shall cease, and the Selected Dealer, Selected Institution or Servicing Dealer shall not receive the Stockholder Servicing Fee for any portion of the month in which such party is not eligible on the last 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 books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Selected Dealer, Selected Institution or Servicing Dealer shall be pursuant entitled to Schedule 1 to this Agreement, if applicable. Participating Broker-Dealer acknowledges and agrees a pro rata portion of the Dealer Manager’s liability to Participating Broker-Dealer for reallowance of Stockholder Servicing Fees is limited solely 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 (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 Dealer Manager Fees received by (a “Servicing Dealer Agreement”) providing for the reallowance of such Stockholder Servicing Fees. The Dealer Manager from may also allow some or all of the Company associated with Participating Broker-Dealer’s sale of Class K-T Shares sold in the Primary Offering. The payment of reallowances of Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees to the Participating Brokerone or more other broker-Dealer pursuant to this Agreement will be in all cases subject to the 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 any source dealers who provide services with respect to the Offering may not exceed 10% Shares (each of which shall be considered an additional Servicing Dealer) pursuant to a Servicing Dealer Agreement between each broker-dealer and the gross proceeds raised from Dealer Manager. For the sale avoidance of Primary Shares in doubt, the Offering as of Dealer Manager will waive the end of Stockholder Servicing Fee to the extent the Selected Dealer, Selected Institution or Servicing Dealer no longer provides services with respect to the applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree that the foregoing Selling CommissionsClass T, Dealer Manager Fees and Stockholder Servicing Fees, if any, are not in excess of the usual and customary distributors’ Class S or sellers’ commission received in the sale of securities similar to the Primary Class D Shares, that Participating Broker-Dealer’s interest in the Offering is limited to such Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and, except as set forth above, that the Company is not liable or responsible for the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees, if any, to Participating Broker-Dealer.

Stockholder Servicing Fee. The Subject to any special circumstances described in or otherwise provided under the 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 may reallow all or a portion of the 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 the Dealer Manager Schedule 2 to this Agreement (the “Stockholder Servicing Fees”) to Participating Broker-Dealers). The Dealer Manager’s reallowance of Company will pay the Stockholder Servicing Fees to the Participating BrokerDealer Manager monthly in arrears. The Dealer Manager will reallow all of the Stockholder Servicing Fee to (a) any Selected Dealers or Selected Institutions who sold the Class T, Class S or Class D Shares giving rise to a portion of such Stockholder Servicing Fee to the extent the Offering Participant Agreement with such Selected Dealer or Selected Institution, as applicable, provides for such a reallowance and such Dealer is in compliance with the terms of such Offering Participant Agreement related to such reallowance or (b) the broker-dealers of 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 Selected Dealer Agreement or similar agreement with the Dealer Manager (a “Servicing Dealer Agreement”) providing for the reallowance of such Stockholder 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, 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 related to such Class T, Class S and/or Class D Shares, as applicable, shall cease, and the Selected Dealer, Selected Institution or Servicing Dealer shall not receive the Stockholder Servicing Fee for any portion of the month in which such party is not eligible on the last 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 books and records (including, but not limited to, a reregistration due to a sale or a transfer or a change in the form of ownership of the account), then the Selected Dealer, Selected Institution or Servicing Dealer shall be pursuant entitled to Schedule 1 to this Agreement, if applicable. Participating Broker-Dealer acknowledges and agrees a pro rata portion of the Dealer Manager’s liability to Participating Broker-Dealer for reallowance of Stockholder Servicing Fees is limited solely 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 (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 Fees received by may also allow some or all of the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Class K-T Shares sold in the Primary Offering. The payment of reallowances of Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees to the Participating Brokerone or more other broker-Dealer pursuant to this Agreement will be in all cases subject to the 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 any source dealers who provide services with respect to the Offering may not exceed 10% Shares (each of which shall be considered an additional Servicing Dealer) pursuant to a Servicing Dealer Agreement between each broker-dealer and the gross proceeds raised from Dealer Manager. For the sale avoidance of Primary Shares in doubt, the Offering as of Dealer Manager will waive the end of Stockholder Servicing Fee to the extent the Selected Dealer, Selected Institution or Servicing Dealer no longer provides services with respect to the applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree that the foregoing Selling CommissionsClass T, Dealer Manager Fees and Stockholder Servicing Fees, if any, are not in excess of the usual and customary distributors’ Class S or sellers’ commission received in the sale of securities similar to the Primary Class D Shares, that Participating Broker-Dealer’s interest in the Offering is limited to such Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and, except as set forth above, that the Company is not liable or responsible for the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees, if any, to Participating Broker-Dealer.

Stockholder Servicing Fee. 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”); provided, however, that once the Company has determined an estimated value per Class T Share, the Stockholder Servicing Fee will thereafter be equal to 1/365th of 1.0% of the estimated value per each such outstanding Class T Share. No Stockholder Servicing Fee will be paid with respect to Class T Shares which are DRIP Shares or Class T Shares sold to the Advisor, the Service Provider or 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 described in the Dealer Manager Agreement (the “Stockholder Servicing Fees”) Fee to the Participating Broker-DealersDealers who sold the Class 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 Fees Fee to a particular Participating Broker-Dealer shall be as set forth in Schedule 1 to the Participating Broker-Dealer shall be 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 Agreement with such Participating Broker-Dealer’s sale of . The Company will cease paying the Stockholder Servicing Fee with respect to all outstanding Class K-T Shares sold in the Primary Offering. The payment of reallowances of Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees to Offering at the Participating Broker-Dealer pursuant to this Agreement will be in all cases subject to earlier of: (i) the limitation that date at which 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 any source all sources in connection with respect to the Offering may not exceed exceeds 10% of the gross proceeds raised from the sale of Primary Offered Shares in the Primary Offering, (ii) the third anniversary of the last day of the fiscal quarter in which the Primary Offering as terminates, (iii) the listing of the Class I Shares, Class K Shares or Class T Shares (or a successor security) on a national securities exchange, or (iv) the merger or consolidation of the Company with or into another company or sale of 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 T Share sold in the Primary Offering at the earlier of: (i) the end of the applicable time period prescribed by applicable rules and regulations of FINRA. The parties hereby agree month in which the Company’s transfer agent, on the Company’s behalf, determines that the foregoing total underwriting compensation (as defined in accordance with applicable FINRA Rules), including Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if any, are not paid with respect to such Class T Share would be in excess of 10% of the usual and customary distributors’ or sellers’ commission received total gross purchase price paid for such Class T Share in the sale Primary Offering, (ii) the end of securities similar 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 T Share would be in excess of 3.0% of the total gross purchase price paid for such Class T Share in the Primary Shares, that Participating Broker-Dealer’s interest in the Offering is limited to such Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees, if anyOffering, and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and, except as set forth above, that (iii) the Company date on which such Class T Share is not liable or responsible for repurchased by the direct payment of such Selling Commissions, Dealer Manager Fees or Stockholder Servicing Fees, if any, to Participating Broker-Dealer.Company.1