Common use of Timing of and Additional Limitations on Reimbursements Clause in Contracts

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to Commencing with the contraryquarter ending December 31, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering2016, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (i) the Company’s making of its first investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the earlier of the fourth fiscal quarter after (i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (iA) Expenses incurred by the Advisor or Sub-advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor or Sub-advisor in the manner and proportion directed by the Advisor and Sub-advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (iiB) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million 2,500,000 in the Initial Public Offering. (iiiC) Commencing upon the earlier to occur of the end of the fourth fiscal quarter after (1) the Company’s acquisition of its first real estate asset and (2) six months after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or Sub-advisor at the end of any fiscal quarter for the portion of Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed exceeds (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or and (ii) 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess the Excess Amount was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess the Excess Amount as being so justified, the Advisor or Sub-advisor shall repay to the Company any Excess Amount paid to the Advisor or Sub-advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board Conflicts Committee determines such excess the Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were the Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor or the Sub-Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor or the Sub-Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. Commencing upon the earlier to occur of (i) Expenses the fifth fiscal quarter after the Company makes its first Investment or (ii) six (6) months after the commencement of the Company’s initial Offering, expenses incurred by the Advisor on behalf of the Company or in connection with the services provided to the Company (including any expenses paid or incurred by third parties engaged by the Advisor to render any portion of such services) and reimbursable pursuant to this Article 9 shall be reimbursed reimbursed, no less than monthly monthly, to the Advisor in the manner and proportion directed by the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter month and shall deliver such statement to the Company within 45 three (3) business days after the end of each quartermonth. (iiA) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, the Advisor shall repay to the Company any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board determines Independent Directors determine such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis. (B) Notwithstanding this Article 9, or any other provision in this Agreement seemingly to the contrary, Advisor, its Affiliates and agents shall not be required to advance for reimbursement (i) any xxxxxxx money deposits required in connection with any Investments, (ii) any fees, deposits or other amounts due to any lender or other Person in order to secure and close any financings, (iii) any commissions, fees or other amounts due to any brokers or other Persons in connection with any Investments or to any third parties retained to help source any financings or (iv) any other out-of-pocket pursuit costs incurred to secure, assess and close each Investment, such as legal fees and consultant fees for due diligence activities including, but not limited to building condition and environmental assessments and reports. Any such amounts shall be funded when due by the Company directly in accordance with the agreement or agreements requiring the payment of such amounts. The Company’s obligation to fund all such amounts shall apply whether the agreements requiring the payment of such amounts are executed in the name of the Company, the Advisor or any of its Affiliates or agents.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (i) the Company’s acquisition of its first real estate asset or (ii) October 22, 2008 (which is six months after commencement of the Initial Public Offering), the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor Adviser or the Sub-Adviser on behalf of the Company and reimbursable pursuant to this Article Section 9 shall be reimbursed no less than monthly quarterly to the AdvisorAdviser. The Advisor Adviser shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (i) the Company commences material operations or (ii) commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor Adviser at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor Adviser during a fiscal quarter shall be repaid to the Company. If the Board determines Independent Directors determine such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the AdvisorAdviser, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis. (iii) Notwithstanding anything else in this Section 9 to the contrary, the Adviser will not seek reimbursement for any of the Company’s Organization and Offering Expenses funded by the Adviser Entities or their Affiliates until the Company receives $250.0 million in aggregate gross proceeds from the Offering. The Company shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 0.75% of the aggregate gross proceeds from the Offering in excess of $250.0 million.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor within ten (10) days of submission of an invoice and supporting documentation by Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 forty-five (45) days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 1 million in the Initial Public OfferingOffering and funds held in escrow pursuant to the Escrow Agreement with UMB Bank, N.A. have been released to the Company. (iii) Commencing upon the fourth four fiscal quarter quarters after the commencement Company’s acquisition of the Initial Public Offeringa Property, Joint Venture or Loan, the following limitation on Total Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems which they deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines Independent Directors determine such excess was justified, then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 sixty (60) days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) The Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount spent by the Company on Organization and Offering Expenses to exceed 15% of the Gross Proceeds raised as of the termination of the Offering and provided further that within 60 days after the end of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses exceeding 15% of the Gross Proceeds raised in the completed Offering; the Company shall not reimburse the Advisor for any Organization and Offering Expenses that the Conflicts Committee determines are not fair and commercially reasonable to the Company. (iii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iiiiv) Commencing upon four fiscal quarters after the fourth fiscal quarter earlier to occur of (i) the Company’s acquisition of an asset or, (ii) the date that is six months after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Sub-Advisor on behalf of the Company Company, the Advisor or the NSAM Sub-Advisor and reimbursable pursuant to this Article 9 5 shall be reimbursed no less than monthly quarterly to the Sub-Advisor. The Sub-Advisor shall prepare a statement documenting the its expenses incurred on behalf of the Company Company, the Advisor or the NSAM Sub-Advisor during each quarter and shall deliver such statement to the Company NSAM Sub-Advisor within 45 30 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 5 to the contrary, the expenses enumerated in this Article 9 5 shall not become reimbursable to the Sub-Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Sub-Advisor, the Advisor or the NSAM Sub-Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Sub-Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Sub-Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public OfferingOffering and funds held in escrow pursuant to the Escrow Agreement with UMB Bank, N.A. have been released to the Company. (iii) Commencing upon the fourth four fiscal quarter quarters after the commencement Company’s acquisition of the Initial Public Offeringa Property, Joint Venture or Loan, the following limitation on Total Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems which they deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines Independent Directors determine such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (ia) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of paid or incurred by the Advisor, the Sub-Advisor and their respective Affiliates for the Company during each quarter or its subsidiaries, including the Operating Partnership, on a monthly basis. The Company shall reimburse the Advisor, the Sub-Advisor and shall deliver such statement to the Company their respective Affiliates for any expenses reimbursable in accordance with this Section 11 within 45 twenty (20) days after the end receipt of each quartersuch statements. (iib) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or the Sub-Advisor at the end of any fiscal quarter for in which Total Operating Expenses that incurred by the Advisor and the Sub-Advisor, in the aggregate, for the four (4) consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of two percent (2% %) of Average Invested Assets or twenty-five percent (25% %) of Net Income (the “2%/25% Guidelines”) for such year Expense Year unless the Board determines Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Board determines Independent Directors determine such excess Excess Amount was justified, then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC Securities and Exchange Commission within 60 sixty (60) days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basisBoard of Directors.

Timing of and Additional Limitations on Reimbursements. (iA) Expenses incurred by the Advisor or Sub-advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor or Sub-advisor in the manner and proportion directed by the Advisor and Sub-advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (iiB) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million 2,500,000 in the Initial Public Offering. (iiiC) Commencing upon the end of the fourth fiscal quarter after the commencement Company’s acquisition of the Initial Public Offeringits first real estate asset, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or Sub-advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, the Advisor or Sub-advisor shall repay to the Company any Excess Amount paid to the Advisor or Sub-advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offeringits initial public offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed send to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days written disclosure of such quarter end)fact, together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the BoardBoard of Directors. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in Gross Proceeds from the sale of Shares to Persons not affiliated with the Company or the Advisor in the Initial Public Offering. (iii) Commencing upon with the end of fourth fiscal quarter after following the fiscal quarter in which the commencement of the Initial Public OfferingOffering occurs, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses to the extent that the aggregate Operating Expenses in the four consecutive fiscal quarters then ended (such period the “Expense Year”) exceed (the amount of any such excess the “Excess Amount”) the greater of (a) 2% of Average Invested Assets or (b) 25% of Net Income (the “2%/25% Guidelines”) for such year Expense Year unless the Board determines Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a the fiscal quarter shall promptly be repaid to the CompanyCompany by the Advisor. If the Board determines Independent Directors determine such excess Excess Amount was justified, then, within 60 days after the end of any the fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelinesquarter, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. Commencing upon the earlier to occur of (i) Expenses the fifth fiscal quarter after the Company makes its first Investment or (ii) six (6) months after the commencement of the Company’s initial Offering, expenses incurred by the Advisor on behalf of the Company or in connection with the services provided to the Company (including any expenses paid or incurred by third parties engaged by the Advisor to render any portion of such services) and reimbursable pursuant to this Article 9 shall be reimbursed reimbursed, no less than monthly monthly, to the Advisor in the manner and proportion directed by the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter month and shall deliver such statement to the Company within 45 three (3) business days after the end of each quartermonth. (iiA) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, the Advisor shall repay to the Company any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board determines Independent Directors determine such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis. (B) Notwithstanding this Article 9, or any other provision in this Agreement seemingly to the contrary, Advisor, its Affiliates and agents shall not be required to advance for reimbursement (i) any exxxxxx money deposits required in connection with any Investments, (ii) any fees, deposits or other amounts due to any lender or other Person in order to secure and close any financings, (iii) any commissions, fees or other amounts due to any brokers or other Persons in connection with any Investments or to any third parties retained to help source any financings or (iv) any other out-of-pocket pursuit costs incurred to secure, assess and close each Investment, such as legal fees and consultant fees for due diligence activities including, but not limited to building condition and environmental assessments and reports. Any such amounts shall be funded when due by the Company directly in accordance with the agreement or agreements requiring the payment of such amounts. The Company’s obligation to fund all such amounts shall apply whether the agreements requiring the payment of such amounts are executed in the name of the Company, the Advisor or any of its Affiliates or agents.

Timing of and Additional Limitations on Reimbursements. (i) 9.2.1 Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The , subject to receipt by the Company from the Advisor shall prepare of a statement documenting the monthly expenses incurred by the Advisor on behalf of the Company during each quarter and shall deliver such statement pursuant to the Company within 45 days after the end of each quarterthis Agreement. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) 9.2.2 Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in Gross Proceeds from the sale of Shares to Person not affiliated with the Company or the Advisor in the Initial Public Offering. (iii) Commencing upon with the end of fourth fiscal quarter after following the fiscal quarter in which the commencement of the Initial Public OfferingOffering occurs, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor If, at the end of any fiscal quarter for quarter, the total Operating Expenses that in for the four consecutive fiscal quarters then ended (such period the “Expense Year”) exceed (the amount of any such excess the “Excess Amount”) the greater of (a) 2% of Average Invested Assets or (b) 25% of Net Income (the “2%/25% Guidelines”) for such year Expense Year, the Company shall not reimburse the Advisor for any such Excess Amount unless the Board determines Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a the fiscal quarter shall promptly be repaid to the CompanyCompany by the Advisor. If the Board determines Independent Directors determine such excess Excess Amount was justified, then, within 60 days after the end of any the fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelinesquarter, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (a) the Company makes its first real estate or real estate-related investment or (b) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “"Expense Year”") exceed (the “"Excess Amount”") the greater of 2% of Average Invested Assets or 25% of Net Income (the “"2%/25% Guidelines”") for such year unless the Board Corporate Governance Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Corporate Governance Committee deems sufficient. If Reimbursement of all or any portion of the Board Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent year where such limitation would permit such reimbursement if the Operating Expense were incurred during such period. Notwithstanding the foregoing, if the Corporate Governance Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Corporate Governance Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardCorporate Governance Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Corporate Governance Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article Section 9 shall be reimbursed no less frequently than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter quarter, and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article Section 9 to the contrary, the expenses enumerated in this Article Section 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 1.0 million in the Initial Public OfferingCompany’s initial public offering of its shares of Common Stock. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of NASAA Net Income (the “2%/25% Excess Expense Guidelines”) for such year unless the Board Independent Directors Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems which they deem sufficient. If the Board Independent Directors Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Independent Directors Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Excess Expense Guidelines, the Advisor, at the direction of the BoardIndependent Directors Committee, shall cause such fact to be disclosed send to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days written disclosure of such quarter end)fact, together with an explanation of the factors the Board Independent Directors Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the BoardBoard of Directors. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (i) the Company’s making of its first investment or (ii) __________, 20__ (which is six months after commencement of the Initial Public Offering), the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article Section 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth four fiscal quarter quarters after the commencement Company’s acquisition of the Initial Public Offeringits first real estate asset, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the CompanyCompany or, with the approval of the Conflicts Committee, subtracted from the Operating Expenses reimbursed during the subsequent fiscal quarter. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company PAR shall disclose such fact to the Stockholders in the next quarterly report of the Company PAR or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company PAR will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in Gross Proceeds from the sale of Shares in the Initial Public Offering. (iii) Commencing upon with the end of fourth fiscal quarter after following the commencement of fiscal quarter in which the Initial Public OfferingCompany completes its initial Investment, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses to the extent that the aggregate Operating Expenses in the four consecutive fiscal quarters then ended (such period the “Expense Year”) exceed (the amount of any such excess the “Excess Amount”) the greater of (a) 2% of Average Invested Assets or (b) 25% of Net Income (the “2%/25% Guidelines”) for such year Expense Year unless the Board determines Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a the fiscal quarter shall promptly be repaid to the CompanyCompany by the Advisor. If the Board determines Independent Directors determine such excess Excess Amount was justified, then, within 60 days after the end of any the fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelinesquarter, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (ia) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of paid or incurred by the Advisor, the Sub-Advisor and their respective Affiliates for the Company during each quarter or its subsidiaries, including the Operating Partnership, on a monthly basis. The Company shall reimburse the Advisor, the Sub-Advisor and shall deliver such statement to the Company their respective Affiliates for any expenses reimbursable in accordance with this Section 11 within 45 twenty (20) days after the end receipt of each quartersuch statements. (iib) Notwithstanding anything else in this Article 9 to Commencing upon the contrary, later of the expenses enumerated in this Article 9 shall not become reimbursable to effective date of the Advisor unless and until the Company has raised $2 million in Registration Statement for the Initial Public Offering. (iii) Commencing upon Offering and the fourth fiscal quarter after the commencement of quarter in which the Initial Public OfferingCorporation makes its first investment in an Investment, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or the Sub-Advisor at the end of any fiscal quarter for in which Total Operating Expenses that incurred by the Advisor and the Sub-Advisor, in the aggregate, for the four (4) consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of two percent (2% %) of Average Invested Assets or twenty-five percent (25% %) of Net Income (the “2%/25% Guidelines”) for such year Expense Year unless the Board determines Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Board determines Independent Directors determine such excess Excess Amount was justified, then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC Securities and Exchange Commission within 60 sixty (60) days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basisBoard of Directors.

Timing of and Additional Limitations on Reimbursements. (i) Operating Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor as set forth herein. The Advisor shall prepare a statement documenting the expenses Operating Expenses of the Company during each quarter (the “Quarterly Statement”) and shall deliver such statement the Quarterly Statement to the Company within 45 days after the end of each quarterquarter upon receipt of which the Company shall remit payment within 30 days. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the earlier of the fourth fiscal quarter after (i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis. Based on the date that the Company has made its initial Investment, the limitation set forth in this Section 9.03(ii) shall become applicable commencing October 1, 2018. (iii) In addition to limitation set forth in Section 9.03(ii) above and subject to Section 9.03(iv) below, any Operating Expenses paid by the Advisor, incurred by the Company, or otherwise not invoiced to the Company, shall not be reimbursement obligations of the Company if such obligation would directly result in the Company’s NAV per share for any class of Shares for such quarter to be less than $25.00; provided, that the Company may incur and record such obligation to reimburse the Advisor, even if it would result in the Company’s NAV per share for any class of Shares for such quarter to be less than $25.00, if the Board determines that the reasons for the Company’s NAV to be less than $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for certain Operating Expenses. (iv) Notwithstanding anything to the contrary, all or a portion of the Operating Expenses that have not been invoiced to the Company in any Quarterly Statement or reimbursed by the Company for any given quarter (“Unreimbursed Operating Expenses”) may be, in the sole discretion of the Advisor, (a) waived by the Advisor, (b) subject to Section 9.03(ii) and (iii) above, reimbursed to the Advisor in any subsequent quarter, or (c) reimbursed to the Advisor in connection with a liquidity event or termination of this Agreement. Any Operating Expenses reimbursed to the Advisor under this Section 9.03(iv) shall be subject to, among other things, the Board approval requirements of Section 9.03(ii). In the event of a liquidity event or termination of this Agreement, the Company will reimburse Unreimbursed Operating Expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) a Listing or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of this Agreement by the Company or by the Advisor. In each such case, the Company will reimburse the Advisor after the Company has fully invested the proceeds from the Offering and the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. The Sponsor and the Advisor hereby agree that any reimbursement of the Unreimbursed Operating Expenses to the Advisor pursuant to this Section 9.03(iv) will be made on a pro rata basis with the reimbursements made pursuant to Section 1.02 of the Reimbursement Agreement among the Company, the Sponsor and the Special Unit Holder, dated as of March 23, 2017, as amended. The Special Unit Holder agrees to be contractually subordinated to the interests of the Advisor with respect to reimbursement pursuant to this Section 9.03(iv) and, subject to the immediately preceding sentence, any reimbursement to the Advisor shall be paid to the Advisor prior to the payment of any distributions to the Special Unit Holder pursuant to the terms and conditions of the Agreement of the Limited Partnership of the Operating Partnership dated March 23, 2017, as amended.

Timing of and Additional Limitations on Reimbursements. (iA) Expenses incurred by the Advisor or Sub-Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less frequently than monthly to the Advisor or Sub-Advisor in the manner and proportion directed by the Advisor and Sub-Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter month and shall deliver such statement to the Company within 45 15 days after the end of each quartermonth. (iiB) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million 2,000,000 in the Initial Public OfferingOffering (exclusive of the $1 million investment by Northcliffe). (iiiC) Commencing upon the fourth earlier to occur of (1) the end of the fifth fiscal quarter after Company’s acquisition of its first real estate asset and (2) six months after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or Sub-Advisor at the end of any fiscal quarter for the portion of Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed exceeds (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or and (ii) 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess the Excess Amount was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess the Excess Amount as being so justified, the Advisor or Sub-Advisor shall repay to the Company any Excess Amount paid to the Advisor or Sub-Advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board Conflicts Committee determines such excess the Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were the Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offeringits initial public offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed send to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days written disclosure of such quarter end)fact, together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The EAST\126876847.2 Company will ensure that such determination will be reflected in the minutes of the meetings of the BoardBoard of Directors. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Operating Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor as set forth herein. The Advisor shall prepare a statement documenting the expenses Operating Expenses of the Company during each quarter (the “Quarterly Statement”) and shall deliver such statement the Quarterly Statement to the Company within 45 days after the end of each quarterquarter upon receipt of which the Company shall remit payment within 30 days. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the earlier of the fourth fiscal quarter after (i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis. (iii) In addition to limitation set forth in Section 9.03(ii) above and subject to Section 9.03(iv) below, any Operating Expenses paid by the Advisor, incurred by the Company, or otherwise not invoiced to the Company, shall not be reimbursement obligations of the Company if such obligation would directly result in the Company’s NAV per share for any class of Shares for such quarter to be less than $25.00; provided, that the Company may incur and record such obligation to reimburse the Advisor, even if it would result in the Company’s NAV per share for any class of Shares for such quarter to be less than $25.00, if the Board determines that the reasons for the Company’s NAV to be less than $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for certain Operating Expenses. (iv) Notwithstanding anything to the contrary, all or a portion of the Operating Expenses that have not been invoiced to the Company in any Quarterly Statement or reimbursed by the Company for any given quarter (“Unreimbursed Operating Expenses”) may be, in the sole discretion of the Advisor, (a) waived by the Advisor, (b) subject to Section 9.03(ii) and (iii) above, reimbursed to the Advisor in any subsequent quarter, or (c) reimbursed to the Advisor in connection with a liquidity event or termination of this Agreement. Any Operating Expenses reimbursed to the Advisor under this Section 9.03(iv) shall be subject to, among other things, the Board approval requirements of Section 9.03(ii). In the event of a liquidity event or termination of this Agreement, the Company will reimburse Unreimbursed Operating Expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) a Listing or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of this Agreement by the Company or by the Advisor. In each such case, the Company will reimburse the Advisor after the Company has fully invested the proceeds from the Offering and the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. The Sponsor and the Advisor hereby agree that any reimbursement of the Unreimbursed Operating Expenses to the Advisor pursuant to this Section 9.03(iv) will be made on a pro rata basis with the reimbursements made pursuant to Section 1.02 of the Reimbursement Agreement among the Company, the Sponsor and the Special Unit Holder, dated as of May 2, 2018, as amended. The Special Unit Holder agrees to be contractually subordinated to the interests of the Advisor with respect to reimbursement pursuant to this Section 9.03(iv) and, subject to the immediately preceding sentence, any reimbursement to the Advisor shall be paid to the Advisor prior to the payment of any distributions to the Special Unit Holder pursuant to the terms and conditions of the Agreement of the Limited Partnership of the Operating Partnership dated May 2, 2018, as amended.

Timing of and Additional Limitations on Reimbursements. (iA) Expenses incurred by the Advisor on behalf of the Company and the Partnership and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor in the manner and proportion directed by the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company and the Partnership during each quarter and shall deliver such statement to the Company and the Partnership within 45 days after the end of each quarter. (iiB) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for the portion of Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed exceeds (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or and (ii) 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess the Excess Amount was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess the Excess Amount as being so justified, the Advisor shall repay to the Company any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board Conflicts Committee determines such excess the Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K 8‑K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were the Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (i) the Company’s making of its first investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating EAST\139251319.2 Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Operating Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor as set forth herein. The Advisor shall prepare a statement documenting the expenses Operating Expenses of the Company during each quarter (the “Quarterly Statement”) and shall deliver such statement the Quarterly Statement to the Company within 45 days after the end of each quarterquarter upon receipt of which the Company shall remit payment within 30 days. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the earlier of the fourth fiscal quarter after (i) the Company makes an initial Investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines that such excess was justified, based on unusual and nonrecurring factors that the Board deems sufficient. If the Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis. Based on the date that the Company has made its initial Investment, the limitation set forth in this Section 9.03(ii) shall become applicable commencing October 1, 2018. (iii) In addition to limitation set forth in Section 9.03(ii) above and subject to Section 9.03(iv) below, any Operating Expenses paid by the Advisor, incurred by the Company, or otherwise not invoiced to the Company, shall not be reimbursement obligations of the Company if such obligation would directly result in the Company’s NAV per share for any class of Shares for such quarter to be less than $25.00; provided, that the Company may incur and record such obligation to reimburse the Advisor, even if it would result in the Company’s NAV per share for any class of Shares for such quarter to be less than $25.00, if the Board determines that the reasons for the Company’s NAV to be less than $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for certain Operating Expenses. (iv) Notwithstanding anything to the contrary, all or a portion of the Operating Expenses that have not been invoiced to the Company in any Quarterly Statement or reimbursed by the Company for any given quarter (“Unreimbursed Operating Expenses”) may be, in the sole discretion of the Advisor, (a) waived by the Advisor, (b) subject to Section 9.03(ii) and (iii) above, reimbursed to the Advisor in any subsequent quarter, or (c) reimbursed to the Advisor in connection with a liquidity event or termination of this Agreement. Any Operating Expenses reimbursed to the Advisor under this Section 9.03(iv) shall be subject to, among other things, the Board approval requirements of Section 9.03(ii). In the event of a liquidity event or termination of this Agreement, the Company will reimburse Unreimbursed Operating Expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) a Listing or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of this Agreement by the Company or by the Advisor. In each such case, the Company will reimburse the Advisor after the Company has fully invested the proceeds from the Offering and the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. The Sponsor and the Advisor hereby agree that any reimbursement of the Unreimbursed Operating Expenses to the Advisor pursuant to this Section 9.03(iv) will be made on a pro rata basis with the reimbursements made pursuant to Section 1.02 of the Reimbursement Agreement between the Company and the Sponsor, dated as of August 10, 2020, as amended.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor within ten (10) days of submission of an invoice and supporting documentation by Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 forty-five (45) days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 10 million in the Initial Public OfferingOffering and funds held in escrow pursuant to the Escrow Agreement with UMB Bank, N.A. have been released to the Company. (iii) Commencing upon the fourth four fiscal quarter quarters after the commencement Company’s acquisition of the Initial Public Offeringa Property, Joint Venture or Loan, the following limitation on Total Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems which they deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines Independent Directors determine such excess was justified, then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 sixty (60) days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offeringits initial public offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed send to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days written disclosure of such quarter end)fact, together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the BoardBoard of Directors. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.. EAST\126876847.2

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iii) Commencing upon the fourth fiscal quarter after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of NASAA Net Income (the “2%/25% Guidelines”) for such year unless the Board Independent Directors Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board which it deems sufficient. (ii) The Advisor will perform the duties set forth under Section 4 in a manner that complies with the 2%/25% Guidelines. If In accordance therewith no Operating Expenses (other than those determined to be justified based on unusual and non-recurring factors) shall be approved if, in the Board does not approve reasonable discretion of the Committee, the Committee determines that such excess Operating Expenses, considered together with Operating Expenses previously approved for the relevant period, as being so well as estimated Operating Expenses for the remainder of the relevant period, would exceed the 2%/25% Guidelines. (iii) With respect to the first, second and third fiscal quarters following the Effective Date, in making a determination as to whether Excess Amounts are justified for the applicable Expense Year, the Independent Directors Committee, to the extent consistent with the Company’s charter and the duties of the Directors, agree that (A) solely for the purpose of determining the Advisor’s compliance with this Section 9(c), Excess Amounts incurred by the Company with respect to fiscal quarters prior to the Effective Date shall be deemed to be justified, any based on unusual and nonrecurring factors which the Independent Directors Committee deem sufficient, and (B) the Independent Directors Committee shall take into account the Advisor’s lack of control over Operating Expenses incurred by the Company in connection with transitioning to a new advisor expected to be incurred during the term of this agreement. (iv) Any Excess Amount paid to the Advisor during a fiscal quarter that is not determined by the Independent Directors Committee to be justified based on unusual and nonrecurring factors which it deems sufficient, shall be repaid to the Company. . (v) If the Board Independent Directors Committee determines such excess that an Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelinesan Excess Amount was paid, the Advisor, at the direction of the Board, Company shall cause such fact to be disclosed send to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days written disclosure of such quarter end)fact, together with an explanation of the factors the Board Independent Directors Committee considered in determining that such excess expenses were Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the BoardBoard of Directors. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.0 million in the Initial Public Offering. (iii) Commencing After the Company commences a Public Offering, upon the fourth earlier to occur of four fiscal quarter quarters after (i) the Company’s making of its first investment or (ii) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in Gross Proceeds from the sale of Shares to Person not affiliated with the Company or the Advisor in the Initial Public Offering. (iii) Commencing upon with the end of fourth fiscal quarter after following the fiscal quarter in which the commencement of the Initial Public OfferingOffering occurs, the following limitation on Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses to the extent that the aggregate Operating Expenses in the four consecutive fiscal quarters then ended (such period the “Expense Year”) exceed (the amount of any such excess the “Excess Amount”) the greater of (a) 2% of Average Invested Assets or (b) 25% of Net Income (the “2%/25% Guidelines”) for such year Expense Year unless the Board determines Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors that the Board deems Independent Directors deem sufficient. If the Board does Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a the fiscal quarter shall promptly be repaid to the CompanyCompany by the Advisor. If the Board determines Independent Directors determine such excess Excess Amount was justified, then, within 60 days after the end of any the fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelinesquarter, the Advisor, at the direction of the Board, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 2.5 million in the Initial Public Offering. (iii) Commencing upon the fourth earlier to occur of four fiscal quarter quarters after (a) the Company makes its first real estate or real estate-related investment or (b) six months after commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Corporate Governance Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Board Corporate Governance Committee deems sufficient. If Reimbursement of all or any portion of the Board Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent year where such limitation would permit such reimbursement if the Operating Expense were incurred during such period. Notwithstanding the foregoing, if the Corporate Governance Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board Corporate Governance Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardCorporate Governance Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Corporate Governance Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter. The Advisor may waive or defer the reimbursement of any such expenses. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses Organization and Offering Expenses enumerated in this Article 9 shall not become reimbursable Section 9.01(i) which are incurred prior to the completion of, and in connection with, the Company’s Initial Public Offering shall be paid by the Advisor unless and until reimbursed by the Company has raised ratably over the 60 months commencing January 1, 2020 to the extent such reimbursement would be within the limitations described herein, provided that if the Company raises at least $2 250 million in the proceeds from its Initial Public Offering, it may commence reimbursement of such deferred Organization and Offering Expenses prior to January 1, 2020 but such reimbursement shall occur ratably over the following 60 months. (iii) Commencing upon the fourth four fiscal quarter quarters after the commencement Company’s acquisition of the Initial Public Offeringa Property, Joint Venture or Real Estate Related Asset, the following limitation on Total Operating Expenses shall apply: The the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board determines Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors that the Board deems which they deem sufficient. If the Board does Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Board determines Independent Directors determine such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardIndependent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (iA) Expenses incurred by the Advisor or Sub-advisor on behalf of the Company and the Partnership and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor or Sub-advisor in the manner and proportion directed by the Advisor and Sub-advisor. The Advisor shall prepare a statement documenting the expenses of the Company and the Partnership during each quarter and shall deliver such statement to the Company and the Partnership within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iiiB) Commencing upon the earlier to occur of the end of the fourth fiscal quarter after (1) the Company’s acquisition of its first real estate asset and (2) six months after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or Sub-advisor at the end of any fiscal quarter for the portion of Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed exceeds (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or and (ii) 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess the Excess Amount was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess the Excess Amount as being so justified, the Advisor or Sub-advisor shall repay to the Company any Excess Amount paid to the Advisor or Sub-advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board Conflicts Committee determines such excess the Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were the Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Timing of and Additional Limitations on Reimbursements. (iA) Expenses incurred by the Advisor or Sub‑advisor on behalf of the Company and the Partnership and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the AdvisorAdvisor or Sub‑advisor in the manner and proportion directed by the Advisor and Sub‑advisor. The Advisor shall prepare a statement documenting the expenses of the Company and the Partnership during each quarter and shall deliver such statement to the Company and the Partnership within 45 days after the end of each quarter. (ii) Notwithstanding anything else in this Article 9 to the contrary, the expenses enumerated in this Article 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2 million in the Initial Public Offering. (iiiB) Commencing upon the earlier to occur of the end of the fourth fiscal quarter after (1) the Company’s acquisition of its first real estate asset and (2) six months after the commencement of the Initial Public Offering, the following limitation on Operating Expenses shall apply: The Company shall not reimburse the Advisor or Sub‑advisor at the end of any fiscal quarter for the portion of Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed exceeds (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or and (ii) 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Board Conflicts Committee determines that such excess the Excess Amount was justified, based on unusual and nonrecurring factors that the Board Conflicts Committee deems sufficient. If the Board Conflicts Committee does not approve such excess the Excess Amount as being so justified, the Advisor or Sub‑advisor shall repay to the Company any Excess Amount paid to the Advisor or Sub‑advisor during a fiscal quarter shall be repaid to the Companyquarter. If the Board Conflicts Committee determines such excess the Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the BoardConflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K 8‑K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Board Conflicts Committee considered in determining that such excess expenses were the Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.