Common use of Subordinated Termination Fee Clause in Contracts

Subordinated Termination Fee. (i) On the Termination Date, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwise) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the Investments acquired after the Termination Date for which the Advisor would been entitled to receive an Acquisition Fee (collectively, the “Included Assets”), less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of Listing on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of Listing, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Event, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) of the Included Assets, less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of the Other Liquidity Event, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iv) Any portion of the Subordinated Participation In Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the Subordinated Incentive Listing Fee. If the Advisor receives the Subordinated Incentive Listing Fee, it would no longer be entitled to receive the Subordinated Participation In Net Sales Proceeds or the Subordinated Termination Fee. If the Advisor receives the Subordinated Termination Fee, it would no longer be entitled to receive the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee.

Subordinated Termination Fee. (i) On the Termination DateUpon termination of this Agreement, the Advisor Associate Limited Partner shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a an interest bearing promissory note equal to the sum of: (A) fifteen ten percent (1510%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six eight percent (68%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the Investments acquired after the Termination Date for which the Advisor would been entitled to receive an Acquisition Fee (collectively, the “Included Assets”), less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of Listing on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of Listing, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Event, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) of the Included Assets, less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of the Other Liquidity Event, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iv) Any portion of the Subordinated Participation In Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the Subordinated Incentive Listing Fee. If the Advisor Associate Limited Partner receives the Subordinated Incentive Listing Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions of Net Sales Proceeds or the Subordinated Termination Fee. If the Advisor Associate Limited Partner receives the Subordinated Termination Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions of Net Sales Proceeds or the Subordinated Incentive Listing Fee.

Subordinated Termination Fee. (i) On the Termination DateUpon termination of this Agreement, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a an interest bearing promissory note equal to the greater of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less ; and (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to the greater of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (tv) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) Date and any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the Investments acquired after the Termination Date for which the Advisor would have been entitled to receive an Acquisition Fee (collectively, the “Included Assets”), less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of Listing on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwiseplan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of Listing, less ; and (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Event, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to the greater of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) of the Included Assets, less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwiseplan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of the Other Liquidity Event, less ; and (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). (iv) Any portion of the Subordinated Participation In Distributions Of Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the Subordinated Incentive Listing Fee. If the Advisor receives the Subordinated Incentive Listing Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions Of Net Sales Proceeds or the Subordinated Termination Fee. If the Advisor receives the Subordinated Termination Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions Of Net Sales Proceeds or the Subordinated Incentive Listing Fee.

Subordinated Termination Fee. (i) On Upon the Termination Datetermination of this Agreement under Section 17 or upon the non-renewal of this Agreement, the Company shall pay the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a non-interest-bearing promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments Assets on the Termination Date, less (w) any Loans loans secured by such InvestmentsAssets, plus (x) total Distributions paid through the Termination Date on Shares Securities issued in Offerings offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into SharesCommon Stock), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares Common Stock issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments Assets upon the liquidation or sale of such Investments Assets (assuming the liquidation or sale of such Investments Assets on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares Common Stock purchased in an Offering offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares Common Stock in an Offering offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments Assets owned as of the Termination Date, less (u) any Loans loans secured by such Investments Assets owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the Investments Assets acquired after the Termination Date for which the Advisor would been entitled to receive an Acquisition Fee (collectively, the “Included Assets”), less (w) any Loans loans secured by the Included Assets, plus (x) total Distributions paid through the date of Listing on Shares Securities issued in Offerings offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into SharesCommon Stock), which liquidation preference shall be reduced by any amounts paid on or prior to the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares Common Stock issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any Shares Common Stock purchased in an Offering offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwiseplan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares Common Stock in an Offering offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings offerings through the Termination Date, measured for the period from inception through the date of Listing, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Event, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments Assets owned as of the Termination Date, less (u) any Loans loans secured by such Investments Assets owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) of the Included Assets, less (w) any Loans loans secured by the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares Securities issued in Offerings offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into SharesCommon Stock), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares Common Stock issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings offerings through the Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any Shares Common Stock purchased in an Offering offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plan) plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares Common Stock in an Offering offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings offerings through the Termination Date, measured for the period from inception through the date of the Other Liquidity Event, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iv) Any portion of the Subordinated Participation In Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the any Subordinated Incentive Listing FeeFee that otherwise would be payable. If the Advisor receives the Subordinated Incentive Listing Fee, it would no longer shall be entitled to receive the a Subordinated Participation In Net Sales Proceeds or the a Subordinated Termination Fee. If the Advisor receives the Subordinated Termination Fee, it would no longer shall be entitled to receive the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee.

Subordinated Termination Fee. (i) On the Termination DateUpon termination of this Agreement, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a promissory note equal to the sum of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less ; plus (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to the sum of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (tv) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) Date and any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the Investments acquired after the Termination Date for which the Advisor would have been entitled to receive an Acquisition Fee (collectively, the “Included Assets”), less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of Listing on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwiseplan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of Listing, less ; plus (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Event, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to the sum of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) of the Included Assets, less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwiseplan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of the Other Liquidity Event, less ; plus (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). (iv) Any portion of the Subordinated Participation In Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the Subordinated Incentive Listing Fee. If the Advisor receives the Subordinated Incentive Listing Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions Of Net Sales Proceeds or the Subordinated Termination Fee. If the Advisor receives the Subordinated Termination Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions Of Net Sales Proceeds or the Subordinated Incentive Listing Fee.

Subordinated Termination Fee. (i) On the Termination DateUpon termination of this Agreement, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a promissory note equal to the sum of (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market appraised value (determined by appraisal as of the Termination Date) of the Company’s Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any repurchase Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Advisor as of the Termination Date, would have provided such Stockholders the Advisor an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for plus (B) deemed Property Disposition Fees equal to three percent (3%) of the period from inception through Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Investments of the Operating Partnership at the Termination Date, less (B) any prior payments to at fair market value on such date; provided that in no event may such deemed Property Disposition Fees exceed the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Feeaggregate Competitive Real Estate Commissions for such Investments). In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event other liquidity event occurs, including a liquidation, sale of substantially all of the Company’s Investments or merger in which the Stockholders receive in exchange for their shares of the Company’s common stock shares of a company that are traded on a national securities exchange. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (tA) (1) the fair market value of the Investments (determined by appraisal as of the date of the Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as Date of the Termination Datethis Agreement, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the any Investments acquired after the such Termination Date for which the Advisor would have been entitled to receive an Acquisition Fee (collectively, referred to herein as the “‘‘Included Assets”), ’’) less (w) any Loans secured by the Included Assets, plus (x) total the cumulative Distributions paid through made by the date of Listing on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior Operating Partnership to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to Company and the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any the Included Assets upon Assets, from the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on inception through the date of the Listing), exceeds (2) the sum of (y) the Gross Proceeds raised and the capital value of OP Units issued in all Offerings connection with the acquisition of the Included Assets through the Termination Date date of the Listing (excluding any capital raised after the completion of the Primary Offering) (less amounts paid on or prior to the date of Listing to purchase or redeem any repurchase Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwiseplan), plus (z) the total an amount of cash that, if distributed equal to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through and the Termination Date, capital value of such OP Units measured for the period from inception through the date of the Listing, less plus (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Investments of the Subordinated Participation In Net Sales Proceeds or Operating Partnership at the Subordinated Incentive Listing FeeTermination Date, at fair market value on such date; provided that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Eventa liquidation or sale of all or substantially all of the Investments of the Operating Partnership, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to the sum of (A) fifteen percent (15%) of the amount, if any, by which (1) net proceeds from the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) sale of the Included Assets, less after subtracting the sum of (w1) any Loans secured by Distributions to Stockholders and the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any the Included Assets upon of their initial invested capital and the liquidation or sale capital value of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date OP Units (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any repurchase Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plan) through the date of the liquidity event plus (z2) the total an amount of cash that, if distributed equal to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on such initial invested capital and the Gross Proceeds raised in all Offerings through the Termination Date, capital value of such OP Units measured for the period from inception through the date of the Other Liquidity Eventliquidity event date, less plus (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Investments of the Subordinated Participation In Net Sales Proceeds or Operating Partnership at the Subordinated Incentive Listing Fee. (iv) Any portion Termination Date, at fair market value of such Investments; provided that in no event may such deemed Property Disposition Fees exceed the Subordinated Participation In Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the Subordinated Incentive Listing Feeaggregate Competitive Real Estate Commissions for such Investments). If the Advisor receives the Subordinated Incentive Listing Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions Of Net Sales Proceeds or the Subordinated Termination Fee. If the Advisor receives the Subordinated Termination Fee, it would no longer be entitled to receive the Subordinated Participation In Distributions Of Net Sales Proceeds or the Subordinated Incentive Listing Fee.

Subordinated Termination Fee. (i) On the Termination Date, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a an interest-bearing promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwise) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs. (ii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is a Listing, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of Listing) of the Investments acquired after the Termination Date for which the Advisor would been entitled to receive an Acquisition Fee (collectively, the “Included Assets”), less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of Listing on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of Listing to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of Listing to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of Listing, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iii) If the Advisor elects to defer its right to receive a Subordinated Termination Fee and there is an Other Liquidity Event, then the Advisor will be entitled to receive a Subordinated Termination Fee in an amount equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (t) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date, less (u) any Loans secured by such Investments owned as of the Termination Date, plus (v) the fair market value (determined by appraisal as of the date of the Other Liquidity Event) of the Included Assets, less (w) any Loans secured by the Included Assets, plus (x) total Distributions paid through the date of the Other Liquidity Event on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the date of the Other Liquidity Event to limited partners who received OP Units in connection with the acquisition of any Included Assets upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Other Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any Shares purchased in an Offering on or prior to the Termination Date pursuant to the Company’s share repurchase plan or otherwise), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the date of the Other Liquidity Event, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. (iv) Any portion of the Subordinated Participation In Net Sales Proceeds received prior to a Listing shall offset the amount that would otherwise by payable pursuant to the Subordinated Incentive Listing Fee. If the Advisor receives the Subordinated Incentive Listing Fee, it would no longer be entitled to receive the Subordinated Participation In Net Sales Proceeds or the Subordinated Termination Fee. If the Advisor receives the Subordinated Termination Fee, it would no longer be entitled to receive the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee.