Common use of Dealers’ Commissions Clause in Contracts

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All selling commissions shall be based on Shares sold by the Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)this Section V, the Dealer’s selling sales commission applicable to the public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares sold by the Dealer it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering Offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and such Shares have been fully paid for and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. As set forth in the Prospectus, to the extent the Dealer determines to reduce its sales commission below 6.0%, the public offering price per share will be decreased by an amount equal to such reduction. Examples of such reductions are reflected in the table below: Dealer Sales Commission Public Offering Price Per Share 6.0% $ 25.00 5.5% $ 24.88 5.0% $ 24.75 4.5% $ 24.63 4.0% $ 24.50 3.5% $ 24.38 3.0% $ 24.25 2.5% $ 24.13 2.0% $ 24.00 1.5% $ 23.88 1.0% $ 23.75 0.5% $ 23.63 0.0% $ 23.50 Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant to a separate Dealers participating in the Offering of Shares as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for volume discounts described below or in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling sales commission applicable to the public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under gross proceeds of the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All selling commissions shall be based on Class A Shares sold by it and accepted and confirmed by the Dealer Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. In addition, the Dealer Manager will be paid a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per Share of Class T Shares sold. The Dealer will no longer be entitled to the stockholder servicing fee on the earlier of (i) the date the Company lists its shares on a national securities exchange, merges or consolidates with or into another entity, or sells or disposes of all or substantially all of its assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of the Class A Shares, Class T Shares and Class W Shares in the Company’s primary offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of our primary offering, (iii) with respect to a particular Class T Share, the third anniversary of the issuance of the share, and (iv) the date that such Class T Share is redeemed or is no longer outstanding. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the distribution of Class T shares. Notwithstanding, if the Dealer Manager is notified that a Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares, then such Dealer shall not receive the stockholder servicing fee for any portion of the month in which such Dealer is not the broker dealer of record on the last day of the month. Thereafter, such stockholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into an agreement with the Dealer Manager that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transactionShares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to reallow to any Dealer may, in its sole discretion, re-allow a portion of its dealer manager fee pursuant to a separate Dealers participating in the offering of Shares as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is commissions are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission commissions from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 4 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s 's selling commission applicable to the total public offering price of the Shares sold in the primary offering by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary DISTRIBUTION CHANNEL PRIMARY SHARES ----------------------------------------------- -------------------- Dealers 7.00% No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer's registered representatives or (iv) any one of Dealer's registered representatives in their individual capacities. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer's obligations hereunder, including, but not limited to, expenses related to the Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4% 0.0% and any attorneys' fees, shall be at Dealer's sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended discussed above as follows: SHARES PURCHASED BY A PURCHASER COMMISSION RATE ----------------------------------- ----------------- 1 - 50,000 7.00% 50,001 - 100,000 6.00% 100,001 - 200,000 5.00% 200,001 - 500,000 4.00% 500,001 - 750,000 3.00% 750,001 - 1,000,000 2.00% 1,000,001 - and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1up 1.00% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “"sale of Shares” " shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager the marketing support fee pursuant earned on the proceeds raised by a Dealer for sales of Shares in the primary offering of up to 0.5% of such proceeds. This reallowance would be in the form of a separate marketing fee agreementand may also include a reimbursement of certain of a Dealer's distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless such payment would cause the aggregate of such reimbursements in an amount up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 150.5% of the Company’s gross offering proceeds from the Offeringattributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, the that Dealer’s 's interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended Offering Circular and supplemented)this Section V, the Dealer’s selling sales commission applicable to the public offering price of the Shares Bonds sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares Bonds sold by the Dealer it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. For these purposes, a Bonds shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares Bonds pursuant to all applicable offering Offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and such Bonds have been fully paid for and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. As set forth in the Offering Circular, to the extent the Dealer determines to reduce its sales commission below 6.0%, the public offering price per Bond will be decreased by an amount equal to such reduction. Examples of such reductions are reflected in the table below: Dealer Sales Commission Public Offering Price Per Bond 6.0% $ 25.00 5.5% $ 24.88 5.0% $ 24.75 4.5% $ 24.63 4.0% $ 24.50 3.5% $ 24.38 3.0% $ 24.25 2.5% $ 24.13 2.0% $ 24.00 1.5% $ 23.88 1.0% $ 23.75 0.5% $ 23.63 0.0% $ 23.50 Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Offering Circular, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant to a separate Dealers participating in the Offering of Bonds as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the SharesBonds, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Offering Circular, the Dealer Manager may reimburse Dealer for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within three months of the date of sale of Bonds or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s 's selling commission applicable to the total public offering price of the Shares Units sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 47% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares Units sold by the Dealer it and accepted and confirmed by the CompanyGeneral Partners, which commission will be paid by the Dealer Manager. For these purposes, a “"sale of Shares” Units" shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company Partnership has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, upon the terms set forth herein or as specified in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to reallow to any Dealer a portion out of its dealer manager fee pursuant to a separate marketing fee agreement. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 151.5% of the Company’s gross proceeds from of Units sold by Dealers participating in the Offeringoffering of Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Units, and bona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, the that Dealer’s 's interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 6 4 of the Dealer Manager Agreement and Distribution Agreement, that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All selling commissions shall be based on Shares sold by the Dealer and accepted and confirmed by the Company, which commission commissions will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Notwithstanding the foregoing, no commissions, payments or amount whatsoever will be paid to the Dealer Manager under this Section IV unless or until $2,000,000 in Shares have been sold by the Dealer Manager and its Dealers (the “Minimum Offering”). Until the Minimum Offering is obtained, proceeds from the sale of Shares will be held in escrow and, if the Minimum Offering is not obtained, will be returned to the investors in accordance with the terms of the Prospectus. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. Selling commissions or dealer manager fee will be reduced, and the per Share cash price shall be adjusted accordingly to no lower than 90% of the per Share offering price, where the Dealer Manager and/or Dealer agree to reduce or eliminate selling commissions and/or dealer manager fees, as applicable, generally or with respect to a particular investment to accommodate a prospective investor or Dealer. No selling commissions, dealer manager fee or organizational and offering expenses will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer all or a portion of its the dealer manager fee pursuant to a separate marketing fee agreementDealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or also reimburse bona fide invoiced due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer unless such payment would cause Manager. The Dealer Manager shall have the aggregate of such reimbursements right to require the Dealer to provide a detailed and itemized invoice as a condition to the Dealer and other broker-dealers, together with all other organization and offering reimbursement of any such due diligence expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 47.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under gross proceeds of the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All selling commissions shall be based on Class A Shares sold by it and accepted and confirmed by the Dealer Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager; provided, however, that there shall be no selling commissions paid with respect to sales of Shares under the Company’s distribution reinvestment plan. In addition, as compensation for continuing to service stockholders in accordance with Dealer’s internal policies and procedures, the Dealer will be paid a monthly distribution and stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 0.8% of the amount of the Company’s per share NAV of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Dealer will no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in the Offering at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total selling commissions and distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 7.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T shares held in such account; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares, excluding Shares sold pursuant to the distribution reinvestment plan; (iii) the fifth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment plan offering) terminates; (iv) the date such Class T share is no longer outstanding; and (v) the date the Company effects a liquidity event. The distribution and stockholder servicing fee relates to the share or shares sold. The Dealer will not receive a distribution and stockholder servicing fee if such Dealer has not executed a Participating Dealer Agreement with the Dealer Manager or if such Dealer’s previously executed Participating Dealer Agreement with the Dealer Manager is terminated pursuant to the provisions of Article XI of this Selected Dealer Agreement; and provided further, that with respect to any individual investment, the Dealer will not receive a distribution and stockholder servicing fee if such Dealer ceases to hold the account related to such investment. For these purposes, a “sale of Shares” shall occur if if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion out of its dealer manager fee pursuant to a separate marketing fee agreement. The Dealer Manager or, in certain cases at the option and its due diligence expense reimbursement portion of the Companydealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the Companyassistance of such Dealer in marketing the offering of Shares, will pay or reimburse and bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offeringconference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer, and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and to the Dealer’s indemnity rights referred to in Section 4 of the Dealer Manager Agreement. Dealer acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer Manager Agreement, but only to the extent that the total of such reimbursements for underwriting expenses and the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer Manager Agreement is no more than 10.0% of the gross offering proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. Dealer acknowledges that the Dealer Manager intends to pay transaction-based compensation to the Dealer Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by Xxxx Capital. Such compensation may provide a disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the Shares in addition to or in lieu of securities offered by other real estate investment programs sponsored by Xxxx Capital, or to recommend that Dealer distribute securities offered by other real estate investment programs sponsored by Xxxx Capital in addition to or in lieu of the Shares.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4Dealers 7.00 % 0.00.00 % Advisers affiliated with Dealers 0.00 % 0.00 % The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectusdiscussed above as follows: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4in the Transaction Commission Rate — 50,000 7.0 % 150,001 100,000 6.0 % $ 100,000 to $ 249,999 3100,001 200,000 5.0 % 1200,001 300,000 4.0 % $ 250,000 to $ 999,999 2300,001 400,000 3.0 % 1400,001 500,000 2.0 % $ 1,000,000 to $ 4,999,999 1500,001 and up 1.0 % 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are will be calculated assuming a $10.00 price per share of $10.00. All selling commissions shall be based on Shares Primary Offering Share sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Sharessale” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its the dealer manager fee pursuant to earned on the proceeds raised by Dealer. This reallowance would be in the form of a marketing fee, which would be the subject of a separate agreement. Except as otherwise provided in the marketing fee agreement. The , and subject to the limitations set forth in the Dealer Manager or, in certain cases at the option of the CompanyAgreement, the Company, Dealer Manager will pay or reimburse the reasonable bona fide invoiced due diligence expenses of Dealer; provided that reasonableness shall be determined in the sole discretion of the Dealer unless such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the OfferingManager. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s 's selling commission applicable to the total public offering price of the Shares sold in the primary offering by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary DISTRIBUTION CHANNEL PRIMARY SHARES -------------------- -------------- Dealers 7.00% No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer's registered representatives or (iv) any one of Dealer's registered representatives in their individual capacities. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer's obligations hereunder, including, but not limited to, expenses related to the Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4% 0.0% and any attorneys' fees, shall be at Dealer's sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended discussed above as follows: SHARES PURCHASED BY A PURCHASER COMMISSION RATE ------------------------------- --------------- 1 - 50,000 7.00% 50,001 - 100,000 6.00% 100,001 - 200,000 5.00% 200,001 - 500,000 4.00% 500,001 - 750,000 3.00% 750,001 - 1,000,000 2.00% 1,000,001 - and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1up 1.00% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “"sale of Shares” " shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager the marketing support fee pursuant earned on the proceeds raised by a Dealer for sales of Shares in the primary offering of up to 0.5% of such proceeds. This reallowance would be in the form of a separate marketing fee agreementand may also include a reimbursement of certain of a Dealer's distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless such payment would cause the aggregate of such reimbursements in an amount up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 150.5% of the Company’s gross offering proceeds from the Offeringattributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, the that Dealer’s 's interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold in the primary offering by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Distribution Channel Primary Dealers Shares 7.00% 2 of 7 No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4% 0.0% and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended discussed above as follows: Shares purchased by a purchaser Commission Rate 1 — 50,000 7.00 % 50,001 — 100,000 6.00 % 100,001 — 200,000 5.00 % 200,001 — 500,000 4.00 % 500,001 — 750,000 3.00 % 750,001 — 1,000,000 2.00 % 1,000,001 — and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1up 1.00 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager the marketing support fee pursuant earned on the proceeds raised by a Dealer for sales of Shares in the primary offering of up to 1.5% of such proceeds. This reallowance would be in the form of a separate marketing fee agreementand may also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless such payment would cause the aggregate of such reimbursements in an amount up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 150.5% of the Company’s gross offering proceeds from attributable to such Dealer. Reimbursement requests for either the Offering1.5% marketing support fee or 0.5% accountable bona fide due diligence expenses must be made by a Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)this Section V, the Dealer’s selling sales commission applicable to the public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 47.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares sold by the Dealer it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering Offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and such Shares have been fully paid for and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. As set forth in the Prospectus, to the extent the Dealer determines to reduce its sales commission below 7.0%, the public offering price per share will be decreased by an amount equal to such reduction. Examples of such reductions are reflected in the table below: Dealer Sales Commission Public Offering Price Per Note 7.0% $ 25.00 6.5% $ 24.88 6.0% $ 24.75 5.5% $ 24.63 5.0% $ 24.50 4.5% $ 24.38 4.0% $ 24.25 3.5% $ 24.13 3.0% $ 24.00 2.5% $ 23.88 2.0% $ 23.75 1.5% $ 23.63 1.0% $ 23.50 Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant to a separate Dealers participating in the Offering of Shares as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0 % 0.03.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The 3.0% commission payable on Shares sold under the DRP shall be payable until such time as the Company ceases offering Shares under the DRP on such terms. At such time, the commission payable on sales made under the DRP shall be that contemplated pursuant to any new commission structure for the sale of shares under the DRP. The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: Shares Purchased in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee Transaction Commission Rate (Based on (Based on a $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 )* 50,001 to $ 99,999 4100,000 5.0 % 1100,001 to 250,000 3.0 % $ 100,000 250,001 to $ 249,999 3500,000 2.0 % 1500,001 and up 1.0 % $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. * All commission rates and dealer manager fees are will be calculated assuming a $10.00 price per share of $10.00share. All selling commissions shall be based on Shares sold by the Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion up to 1% of the gross offering proceeds attributable to such Dealer, which reallowance would be paid by the Dealer Manager out of its dealer manager fee. This reallowance would be in the form of a marketing fee pursuant to a separate marketing fee agreementagreement between the Dealer Manager and a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or also reimburse bona fide invoiced due diligence expenses of the Dealer Dealers unless such payment would cause the aggregate of such reimbursements to the Dealer Dealers and other broker-dealers, together with all other organization and offering expenses, dealers to exceed 150.5% of the Company’s gross proceeds offering proceeds. Subscribers of the Company’s Shares may agree with a Dealer to have selling commissions due with respect to the purchase of their Shares paid over a period of up to five years pursuant to a deferred commission option arrangement (the “Deferred Commission Option”), as more fully described and subject to the conditions set forth under “Plan of Distribution – Deferred Commission Option” in the Company’s Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be required to pay a total of $9.50 per Share, rather than $10.00 per Share, with respect to which $0.10 per Share will be payable by the Company to the Dealer Manager as selling commissions due upon subscription, which amount will be reallowed to the respective Dealer by the Dealer Manager. For each of up to the next five years following such subscription, on a date or dates to be determined from time to time by the OfferingDealer Manager, $0.10 per share on an annual basis will be paid by the Company to the Dealer Manager as deferred selling commissions with respect to the Shares sold pursuant to the Deferred Commission Option, which amounts will be deducted from and paid out of cash distributions otherwise payable to the Stockholders holding such Shares, which selling commissions will be reallowed to the respective Dealer by the Dealer Manager. As in any volume discount situation, selling commissions are reduced on any Shares issued for a volume discount. Therefore, if a subscriber agrees with his Dealer to elect the Deferred Commission Option, then the Company will make adjusted deductions for the deferred commission obligations of such subscriber from cash distributions payable on the Shares issued for a volume discount. At such time, if any, that the Company’s Shares are listed for trading on a national securities exchange or on the Nasdaq National Market, or such listing is reasonably anticipated to occur at any time prior to the satisfaction of the remaining deferred commission obligations, the Company will accelerate the remaining selling commissions due under the Deferred Commission Option. The amount of the remaining selling commissions due will be deducted and paid by the Company out of cash distributions otherwise payable to such stockholders during the time period prior to any such listing of the Shares for trading on a national securities exchange or on the Nasdaq National Market; provided that, in no event may the Company withhold in excess of $0.50 per Share in the aggregate during the five-year period following subscription. The maximum amount that may be withheld will be lower when the volume discount provisions are also applicable. To the extent that cash distributions during such time period are insufficient to satisfy the remaining deferred selling commissions due, the obligation of the Company and the Company’s stockholders to make any further payments of deferred selling commissions under the Deferred Commission Option will terminate and the Dealer Manager and Dealers will not be entitled to receive any further portion of any unpaid deferred selling commissions following any such listing for trading on a national securities exchange or on the Nasdaq National Market. In addition, if a stockholder that has elected the Deferred Commission Option decides to participate in the Company’s proposed share redemption program or requests that the Company transfer such stockholder’s Shares for any reason prior to the time that the remaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the Company will accelerate the selling commissions due under the Deferred Commission Option as set forth in the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer that it is authorized to sell hereunder is 7.0% of the gross proceeds of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All selling commissions shall be based on Shares sold by the Dealer and accepted and confirmed by the Company, which commission commissions will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Notwithstanding the foregoing, no commissions, payments or amount whatsoever will be paid to the Dealer Manager under this Section IV unless or until $2,000,000 in Shares have been sold by the Dealer Manager and its Dealers (the “Minimum Offering”). Until the Minimum Offering is obtained, proceeds from the sale of Shares will be held in escrow and, if the Minimum Offering is not obtained, will be returned to the investors in accordance with the terms of the Prospectus. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to 93% of the per Share offering price, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer’s registered representatives or (iv) any one of Dealer’s registered representatives in their individual capacities. Selling commissions or dealer manager fee will be reduced, and the per Share cash price shall be adjusted accordingly to no lower than 90% of the per Share offering price, where the Dealer Manager and/ or Dealer agree to reduce or eliminate selling commissions and/or dealer manager fees, as applicable, generally or with respect to a particular investment to accommodate a prospective investor or Dealer. No selling commissions, dealer manager fee or organizational and offering expenses will be paid in connection with Shares sold under the DRIP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer all or a portion of its the dealer manager fee pursuant to a separate marketing fee agreementDealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or also reimburse bona fide invoiced due diligence expenses of a Dealer. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer unless such payment would cause Manager. The Dealer Manager shall have the aggregate of such reimbursements right to require the Dealer to provide a detailed and itemized invoice as a condition to the Dealer and other broker-dealers, together with all other organization and offering reimbursement of any such due diligence expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0 % 0.03.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The 3.0% commission payable on Shares sold under the DRP shall be payable until such time as the Company ceases offering Shares under the DRP on such terms. At such time, the commission payable on sales made under the DRP shall be that contemplated pursuant to any new commission structure for the sale of shares under the DRP. The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: Shares Purchased in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee Transaction Commission Rate (Based on (Based on a $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 )* 50,001 to $ 99,999 4100,000 5.0 % 1100,001 to 250,000 3.0 % $ 100,000 250,001 to $ 249,999 3500,000 2.0 % 1500,001 and up 1.0 % $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. * All commission rates and dealer manager fees are will be calculated assuming a $10.00 price per share of $10.00share. All selling commissions shall be based on Shares sold by the Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree may, in its sole discretion, pay a marketing fee to reallow Dealer of up to any 1% of the gross offering proceeds attributable to Dealer, which reallowance would be paid by the Dealer a portion Manager out of its dealer manager fee fee. This reallowance would be pursuant to a separate marketing fee agreementagreement between the Dealer Manager and Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, dealers to exceed 150.5% of the Company’s gross proceeds offering proceeds. Subscribers of the Company’s Shares may agree with Dealer to have selling commissions due with respect to the purchase of their Shares paid over a period of up to five years pursuant to a deferred commission option arrangement (the “Deferred Commission Option”), as more fully described and subject to the conditions set forth under “Plan of Distribution – Deferred Commission Option” in the Company’s Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be required to pay a total of $9.50 per Share, rather than $10.00 per Share, with respect to which $0.10 per Share will be payable by the Company to the Dealer Manager as selling commissions due upon subscription, which amount will be reallowed to Dealer by the Dealer Manager. For each of up to the next five years following such subscription, on a date or dates to be determined from time to time by the OfferingDealer Manager, $0.10 per share on an annual basis will be paid by the Company to the Dealer Manager as deferred selling commissions with respect to the Shares sold pursuant to the Deferred Commission Option, which amounts will be deducted from and paid out of cash distributions otherwise payable to the Stockholders holding such Shares, which selling commissions will be reallowed to the Dealer by the Dealer Manager. As in any volume discount situation, selling commissions are reduced on any Shares issued for a volume discount. Therefore, if a subscriber agrees with Dealer to elect the Deferred Commission Option, then the Company will make adjusted deductions for the deferred commission obligations of such subscriber from cash distributions payable on the Shares issued for a volume discount. At such time, if any, that the Company’s Shares are listed for trading on a national securities exchange or on the Nasdaq National Market, or such listing is reasonably anticipated to occur at any time prior to the satisfaction of the remaining deferred commission obligations, the Company will accelerate the remaining selling commissions due under the Deferred Commission Option. The amount of the remaining selling commissions due will be deducted and paid by the Company out of cash distributions otherwise payable to such stockholders during the time period prior to any such listing of the Shares for trading on a national securities exchange or on the Nasdaq National Market; provided that, in no event may the Company withhold in excess of $0.50 per Share in the aggregate during the five-year period following subscription. The maximum amount that may be withheld will be lower when the volume discount provisions are also applicable. To the extent that cash distributions during such time period are insufficient to satisfy the remaining deferred selling commissions due, the obligation of the Company and the Company’s stockholders to make any further payments of deferred selling commissions under the Deferred Commission Option will terminate and the Dealer Manager and Dealer will not be entitled to receive any further portion of any unpaid deferred selling commissions following any such listing for trading on a national securities exchange or on the Nasdaq National Market. In addition, if a stockholder that has elected the Deferred Commission Option decides to participate in the Company’s proposed share redemption program or requests that the Company transfer such stockholder’s Shares for any reason prior to the time that the remaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the Company will accelerate the selling commissions due under the Deferred Commission Option as set forth in the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “"Plan of Distribution” " section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s 's selling commission applicable to the total public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through DISTRIBUTION CHANNEL PRIMARY SHARES -------------------- -------------- Dealers 7.00% Advisers affiliated with a Dealer earning transaction-based compensation 40.00% 0.0% No selling commissions or dealer manager fees will be payable in connection with Shares sold under the DRP. The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended discussed above as follows: SHARES PURCHASED IN THE TRANSACTION COMMISSION RATE ----------------------------------- --------------- 1 - 50,000 7.00% 50,001 - 100,000 6.00% 100,001 - 200,000 5.00% 200,001 - 300,000 4.00% 300,001 - 400,000 3.00% 400,001 - 500,000 2.00% 500,001 - and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1up 1.00% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “"sale of Shares” " shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s 's liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its the dealer manager fee pursuant to earned on the proceeds raised by a separate Dealer. This reallowance would be in the form of a marketing fee agreementand may also include a reimbursement of certain of a Dealer's distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless such payment would cause the aggregate of such reimbursements in an amount up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 150.5% of the Company’s gross proceeds from the Offeringoffering proceeds. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the Shares, the that Dealer’s 's interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for volume discounts described below or in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling sales commission applicable to the public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under gross proceeds of the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All selling commissions shall be based on Class A Shares sold by it and accepted and confirmed by the Dealer Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. In addition, the Dealer will be paid a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1% of the purchase price per Share, of Class T Shares sold. The Dealer will no longer be entitled to the stockholder servicing fee on the earlier of (i) the date the Company effects a Liquidity Event, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of the Class A Shares, Class T Shares and Class W Shares in the Company’s primary offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of our primary offering, (iii) the third anniversary of the last day of the fiscal quarter in which the initial public offering (excluding the distribution reinvestment plan offering) terminates, and (iv) the date that such Class T share is redeemed or is no longer outstanding. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the distribution of Class T shares. Notwithstanding, if the Dealer Manager is notified that a Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares, then such Dealer shall not receive the stockholder servicing fee for any portion of the month in which such Dealer is not the broker dealer of record on the last day of the month. Thereafter, such stockholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into an agreement with the Dealer Manager that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transactionShares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to reallow to any Dealer may, in its sole discretion, re-allow a portion of its dealer manager fee pursuant to a separate Dealers participating in the offering of Shares as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is commissions are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission commissions from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 4 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer an amount of gross offering proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales to an investor through a Dealer earning transaction-based 6.0 % 3.0 % Sales to an investor who has a contract for investment advisory and related brokerage services that includes a fixed or “wrap” fee feature 0.0 % 0.0 % Sales to an investor who has a contract for a “commission replacement” account, which is an account in which securities are held for a fee only 0.0 % 0.0 % A-3 Selling Commissions Distribution Channel Primary Offering Shares DRP Sales to an investor who has engaged the services of a registered investment adviser with whom the investor has agreed to pay compensation 4for investment advisory services or other financial or investment advice (whether or not such adviser is affiliated with a Dealer) 0.0 % 0.00.0 % Sales to an investor investing through a bank acting as a trustee or fiduciary 0.0 % 0.0 % The 3.0% commission payable on Shares sold under the DRP shall be payable until such time as the Company ceases offering Shares under the DRP on such terms. At such time, the commission payable on sales made under the DRP shall be that contemplated pursuant to any new commission structure for the sale of shares under the DRP. The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: Shares Purchased in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee Transaction Commission Rate (Based on (Based on a $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 )* 1 to $ 99,999 450,000 6.0 % 150,001 to 100,000 5.0 % $ 100,000 100,001 to $ 249,999 3250,000 3.0 % 1250,001 to 500,000 2.0 % $ 250,000 to $ 999,999 2500,001 and up 1.0 % 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. * All commission rates and dealer manager fees are will be calculated assuming a $10.00 price per share of $10.00share. All selling commissions shall be based on Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant up to a separate marketing fee agreement. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 151% of the Company’s gross offering proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the Dealer’s interest in the Offering is limited attributable to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer., which reallowance would be paid by the

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “"Plan of Distribution” section " Section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s 's selling commission applicable to the total public offering price of the Shares Units sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 47% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares Units sold by the Dealer it and accepted and confirmed by the CompanyGeneral Partners, which commission will be paid by the Dealer Manager. For these purposes, a “"sale of Shares” Units" shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company Partnership has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the CompanyPartnership. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, upon the terms set forth herein or as specified in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to reallow to any Dealer a portion out of its dealer manager fee pursuant to a separate marketing fee agreement. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 151.5% of the Company’s gross proceeds from of Units sold by Dealers participating in the Offeringoffering of Units, based on such factors as the number of Units sold by such participating Dealer, the assistance of such participating Dealer in marketing the offering of Units, and bona fide conference fees incurred. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ ' or sellers’ ' commission received in the sale of securities similar to the SharesUnits, the that Dealer’s 's interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s 's indemnity referred to in Section 6 4 of the Dealer Manager Agreement and Distribution Agreement, that the Company Partnership is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.5% 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $ Price Per Share) Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) $ Price Per Share) $ 0 to $ 99,999 4999,999 6.5% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 13.0% $ 1,000,000 to $ 4,999,999 1$1,999,999 5.5% 13.0% $ 5,000,000 2,000,000 to $2,999,999 4.5% 3.0% $ 3,000,000 to $3,999,999 3.5% 2.5% $ 4,000,000 to $9,999,999 2.5% 2.0% $10,000,000 and above 01.5% 12.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00$ . For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $ and dealer manager fees of $ . All selling commissions shall be based on Shares sold by the Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. For volume discount sales of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of the Dealer unless such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales to an investor through a Dealer earning transaction-based 6.0 % 3.0 % Sales to an investor who has a contract for investment advisory and related brokerage services that includes a fixed or “wrap” fee feature 0.0 % 0.0 % Sales to an investor who has a contract for a “commission replacement” account, which is an account in which securities are held for a fee only 0.0 % 0.0 % Selling Commissions Distribution Channel Primary Offering Shares DRP Sales to an investor who has engaged the services of a registered investment adviser with whom the investor has agreed to pay compensation 4for investment advisory services or other financial or investment advice (whether or not such adviser is affiliated with a Dealer) 0.0 % 0.00.0 % Sales to an investor investing through a bank acting as a trustee or fiduciary 0.0 % 0.0 % The 3.0% commission payable on Shares sold under the DRP shall be payable until such time as the Company ceases offering Shares under the DRP on such terms. At such time, the commission payable on sales made under the DRP shall be that contemplated pursuant to any new commission structure for the sale of shares under the DRP. The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: Shares Purchased in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee Transaction Commission Rate (Based on (Based on a $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 )* 1 to $ 99,999 450,000 6.0 % 150,001 to 100,000 5.0 % $ 100,000 100,001 to $ 249,999 3250,000 3.0 % 1250,001 to 500,000 2.0 % $ 250,000 to $ 999,999 2500,001 and up 1.0 % 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. * All commission rates and dealer manager fees are will be calculated assuming a $10.00 price per share of $10.00share. All selling commissions shall be based on Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion up to 1% of the gross offering proceeds attributable to such Dealer, which reallowance would be paid by the Dealer Manager out of its dealer manager fee. This reallowance would be in the form of a marketing fee pursuant to a separate marketing fee agreementagreement between the Dealer Manager and a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or also reimburse bona fide invoiced due diligence expenses of the Dealer Dealers unless such payment would cause the aggregate of such reimbursements to the Dealer Dealers and other broker-dealers, together with all other organization and offering expenses, dealers to exceed 150.5% of the Company’s gross proceeds offering proceeds. Subscribers of the Company’s Shares may agree with a Dealer to have selling commissions due with respect to the purchase of their Shares paid over a period of up to five years pursuant to a deferred commission option arrangement (the “Deferred Commission Option”), as more fully described and subject to the conditions set forth under “Plan of Distribution – Deferred Commission Option” in the Company’s Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be required to pay a total of $9.50 per Share, rather than $10.00 per Share, with respect to which $0.10 per Share will be payable by the Company to the Dealer Manager as selling commissions due upon subscription, which amount will be reallowed to the respective Dealer by the Dealer Manager. For each of up to the next five years following such subscription, on a date or dates to be determined from time to time by the OfferingDealer Manager, $0.10 per share on an annual basis will be paid by the Company to the Dealer Manager as deferred selling commissions with respect to the Shares sold pursuant to the Deferred Commission Option, which amounts will be deducted from and paid out of cash distributions otherwise payable to the Stockholders holding such Shares, which selling commissions will be reallowed to the respective Dealer by the Dealer Manager. As in any volume discount situation, selling commissions are reduced on any Shares issued for a volume discount. Therefore, if a subscriber agrees with his Dealer to elect the Deferred Commission Option, then the Company will make adjusted deductions for the deferred commission obligations of such subscriber from cash distributions payable on the Shares issued for a volume discount. At such time, if any, that the Company’s Shares are listed for trading on a national securities exchange or on the Nasdaq National Market, or such listing is reasonably anticipated to occur at any time prior to the satisfaction of the remaining deferred commission obligations, the Company will accelerate the remaining selling commissions due under the Deferred Commission Option. The amount of the remaining selling commissions due will be deducted and paid by the Company out of cash distributions otherwise payable to such stockholders during the time period prior to any such listing of the Shares for trading on a national securities exchange or on the Nasdaq National Market; provided that, in no event may the Company withhold in excess of $0.50 per Share in the aggregate during the five-year period following subscription. The maximum amount that may be withheld will be lower when the volume discount provisions are also applicable. To the extent that cash distributions during such time period are insufficient to satisfy the remaining deferred selling commissions due, the obligation of the Company and the Company’s stockholders to make any further payments of deferred selling commissions under the Deferred Commission Option will terminate and the Dealer Manager and Dealers will not be entitled to receive any further portion of any unpaid deferred selling commissions following any such listing for trading on a national securities exchange or on the Nasdaq National Market. In addition, if a stockholder that has elected the Deferred Commission Option decides to participate in the Company’s proposed share redemption program or requests that the Company transfer such stockholder’s Shares for any reason prior to the time that the remaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the Company will accelerate the selling commissions due under the Deferred Commission Option as set forth in the Prospectus. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)this Section V, the Dealer’s selling sales commission applicable to the public offering price of the Shares Notes sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 46.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares Notes sold by the Dealer it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. For these purposes, a Notes shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares Notes pursuant to all applicable offering Offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and such Notes have been fully paid for and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. As set forth in the Prospectus, to the extent the Dealer determines to reduce its sales commission below 6.0%, the public offering price per Note will be decreased by an amount equal to such reduction. Examples of such reductions are reflected in the table below: Dealer Sales Commission Public Offering Price Per Note 6.0% $ 25.00 5.5% $ 24.88 5.0% $ 24.75 4.5% $ 24.63 4.0% $ 24.50 3.5% $ 24.38 3.0% $ 24.25 2.5% $ 24.13 2.0% $ 24.00 1.5% $ 23.88 1.0% $ 23.75 0.5% $ 23.63 0.0% $ 23.50 Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant to a separate Dealers participating in the Offering of Notes as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the SharesNotes, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Notes or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)this Section V, the Dealer’s selling sales commission applicable to the public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 47.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares sold by the Dealer it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s DRIP. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering Offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and such Shares have been fully paid for and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. As set forth in the “Plan of Distribution” section of the Prospectus, to the extent the Dealer determines to reduce its sales commission below 7.0%, the public offering price per share will be decreased by an amount equal to such reduction as reflected in the table below: Dealer Sales Commission Public Offering Price Per Share 7.0% $25.00 6.5% $24.88 6.0% $24.75 5.5% $24.63 5.0% $24.50 4.5% $24.38 4.0% $24.25 3.5% $24.13 3.0% $24.00 2.5% $23.88 2.0% $23.75 1.5% $23.63 1.0% $23.50 0.5% $23.38 0.0% $23.25 3 Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant to a separate Dealers participating in the Offering of Shares as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold in the primary offering by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales through Dealers 7.00 % Advisers affiliated with a Dealer earning transaction-based compensation 40.00 % 0.0% No selling commissions or dealer manager fees will be payable in connection with Shares sold under the DRP. The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: Shares purchased in accordance with the following table, which may be amended transaction Commission Rate 1 - 50,000 7.00 % 50,001 - 100,000 6.00 % 100,001 - 200,000 5.00 % 200,001 - 300,000 4.00 % 300,001 - 400,000 3.00 % 400,001 - 500,000 2.00 % 500,001 - and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1up 1.00 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its the dealer manager fee pursuant to earned on the proceeds raised by a separate Dealer. This reallowance would be in the form of a marketing fee agreementand may also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by a Dealer. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless if such payment would cause the aggregate of such reimbursements to the Dealer expenses are supported by a detailed and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offeringitemized invoice. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)this Section V, the Dealer’s selling sales commission applicable to the public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 47.0% 0.0% The preceding commission (for of the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4% 1% $ 100,000 to $ 249,999 3% 1% $ 250,000 to $ 999,999 2% 1% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share gross proceeds of $10.00. All selling commissions shall be based on Shares sold by the Dealer it and accepted and confirmed by the Company, which commission will be paid payable by the Dealer Manager. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering Offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber subscriber, and such Shares have been fully paid for and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. As set forth in the Prospectus, to the extent the Dealer determines to reduce its sales commission below 7.0%, the public offering price per share will be decreased by an amount equal to such reduction. Examples of such reductions are reflected in the table below: Dealer Sales Commission Public Offering Price Per Share 7.0% $ 25.00 6.5% $ 24.88 6.0% $ 24.75 5.5% $ 24.63 5.0% $ 24.50 4.5% $ 24.38 4.0% $ 24.25 3.5% $ 24.13 3.0% $ 24.00 2.5% $ 23.88 2.0% $ 23.75 1.5% $ 23.63 1.0% $ 23.50 0.5% $ 23.38 0.0% $ 23.25 Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its dealer manager fee pursuant to a separate Dealers participating in the Offering of Shares as marketing fee agreement. The Dealer Manager orfees, in certain cases at the option reimbursement of the Company, the Company, will pay or reimburse bona fide invoiced due diligence costs and expenses of the Dealer unless such payment would cause the aggregate of such reimbursements attending educational conferences or to the Dealer and defray other brokerdistribution-dealers, together with all other organization and offering related expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer for reasonable bona fide accountable due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. Reimbursement requests for accountable bona fide due diligence expenses must be made by Dealer within six months of the date of sale of Shares or such requests will not be honored by the Dealer Manager.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4Dealers 7.00 % 0.00.00 % Advisers affiliated with Dealers 0.00 % 0.00 % The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above in accordance with the following table, which may be amended and or supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4in the Transaction Commission Rate — 50,000 7.0 % 150,001 100,000 6.0 % $ 100,000 to $ 249,999 3100,001 200,000 5.0 % 1200,001 300,000 4.0 % $ 250,000 to $ 999,999 2300,001 400,000 3.0 % 1400,001 500,000 2.0 % $ 1,000,000 to $ 4,999,999 1500,001 and up 1.0 % 1% $ 5,000,000 and above 0% 1% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are will be calculated assuming a $10.00 price per share of $10.00. All selling commissions shall be based on Shares Primary Offering Share sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Sharessale” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of the dealer manager fee earned on the proceeds raised by the Dealer. This reallowance would be in the form of a marketing fee, which would be the subject of a separate agreement, and may also include a reimbursement of certain of the Dealer’s distribution-related costs, such as amended the costs and supplemented)expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by the Dealer. Except as otherwise provided in the marketing fee agreement, and subject to the limitations set forth in the Dealer Manager Agreement, the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. The Dealer Manager or, in certain cases at also reimburse the option of the Company, the Company, will pay or reimburse reasonable bona fide invoiced due diligence expenses of the Dealer unless if such payment would cause the aggregate of such reimbursements to the Dealer expenses are supported by a detailed and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offeringitemized invoice. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Selling Commissions Primary Offering Distribution Channel Public Shares DRP Sales through a Dealer earning transaction-based compensation 4Dealers 7.00 % 0.05.00 % Advisers affiliated with Dealers 0.00 % 0.00 % The 5.0% commission payable on shares sold under the DRP shall be payable until such time that the Company ceases offering Shares under the DRP on such terms. At such time, the commission payable on sales made under the DRP shall be that contemplated pursuant to any new commission structure for the sale of shares under the DRP. The preceding commission commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: Shares purchased in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4transaction Commission Rate — 50,000 7.0 % 150,001 100,000 6.0 % $ 100,000 to $ 249,999 3100,001 200,000 5.0 % 1200,001 300,000 4.0 % $ 250,000 to $ 999,999 2300,001 400,000 3.0 % 1400,001 500,000 2.0 % $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1500,001 And up 1.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of the dealer manager fee earned on the proceeds raised by a Dealer. This reallowance would be in the form of a marketing fee and may agree also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to reallow attend a seminar sponsored by a Dealer. That portion of the reallowance constituting a marketing fee to a Dealer shall not exceed 1.5% of the gross sales of such Dealer; the reallowance to any Dealer a portion shall not exceed 2.5% of its the gross sales of such Dealer; and, in the aggregate, the entire dealer manager fee pursuant reallowance to a separate marketing fee agreementall Dealers shall not exceed 1.5% of gross offering proceeds. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless such payment would cause the aggregate of such reimbursements in an amount up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 150.5% of the Company’s gross offering proceeds from the Offeringattributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Dealers’ Commissions. Except for discounts described below in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)Prospectus, the Dealer’s selling commission applicable to the total public offering price of the Shares sold by the Dealer, Dealer which it is authorized to sell hereunder, hereunder is as follows: Public Shares DRP Shares Selling Commissions Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 4Undiscounted 7.00 % 0.05.00 % BD Channel Full Discount 0.00 % 0.00 % Registered Investment Advisor Channel 0.00 % 0.00 % The preceding commission (for the Dealer distribution channel) commissions shall be adjusted for sales under the volume discount program as discussed above as follows: Shares purchased in accordance with the following table, which may be amended and supplemented by the Prospectus: Sales Dealer Commissions Manager Fee (Based on (Based on $10.00 $10.00 Dollar Volume Shares Purchased Price Per Share) Price Per Share) $ 0 to $ 99,999 4transaction Commission Rate — 50,000 7.0% 150,001 100,000 6.0% $ 100,000 to $ 249,999 3100,001 200,000 5.0% 1200,001 300,000 4.0% $ 250,000 to $ 999,999 2300,001 400,000 3.0% 1400,001 500,000 2.0% $ 1,000,000 to $ 4,999,999 1% 1% $ 5,000,000 and above 0% 1500,001 And up 1.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. All above selling commissions shall be based on the gross proceeds of Shares sold by the such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms as set forth herein or in the Prospectus (as amended and supplemented)Prospectus, the Dealer Manager may agree to may, in its sole discretion, reallow to any Dealer a portion of its the dealer manager fee pursuant earned on the proceeds raised by a Dealer. This reallowance would be in the form of a marketing fee and may also include a reimbursement of certain of a Dealer’s distribution-related costs, such as the costs and expenses of attending educational conferences sponsored by the Dealer Manager and direct attendance fees the Company may pay for employees of the Dealer Manager or its affiliates to attend a seminar sponsored by a Dealer. That portion of the reallowance constituting a marketing fee to a separate marketing Dealer shall not exceed 1.5% of the gross sales of such Dealer and, in the aggregate, the entire dealer manager fee agreementreallowance to all Dealers shall not exceed 1.5% of gross offering proceeds. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or may also reimburse bona fide invoiced due diligence expenses of the a Dealer unless such payment would cause the aggregate of such reimbursements in an amount up to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 150.5% of the Company’s gross offering proceeds from the Offeringattributable to such Dealer. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, the that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.