Common use of Dealers’ Commissions Clause in Contracts

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s selling commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the 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, Dealer shall provide ongoing services to stockholders of Class T Shares in accordance with Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to stockholders of Class T Shares, 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. Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although Dealer may, in its sole discretion, provide ongoing services to stockholders of Class A Shares similar to those services provided to stockholders of Class T Shares. 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, and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. 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, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow out of its dealer manager fee a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, 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 Shares, 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 volume discounts described in or 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, the Dealer’s selling sales commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the 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; 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, Dealer shall provide ongoing services to stockholders of Class T Shares in accordance with Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to stockholders of Class T Shares, Dealer will be paid a monthly distribution and stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 0.81% of the amount of the Company’s purchase price per share NAV Share, of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although Dealer may, in its sole discretion, provide ongoing services to stockholders of Class A Shares similar to those services provided to stockholders of Class T Shares. The Dealer will no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in on the Offering at the earliest earlier of (i) the end of date the month in which the transfer agentCompany effects a Liquidity Event, 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 at which the aggregate underwriting compensation from all sources equals 10.010% 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 Shares sold 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 fifth fourth 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 Offering (excluding broker dealer of record on the offering last day of shares 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 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 investmentplan. For these purposes, a shares shall be deemed to be “sale of Sharessold” shall occur if, if and only if, if a transaction has closed with a securities purchaser subscriber for Shares pursuant to all applicable offering and subscription documents, and the Company has thereafter distributed accepted the commission subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the Dealer Manager in connection with such transaction. 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, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow out re-allow a portion of its dealer manager fee a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such to Dealers participating Dealer, the assistance of such Dealer in marketing the offering of SharesShares as marketing fees, reimbursement of costs and bona fide conference fees incurredexpenses of attending educational conferences or to defray other distribution-related expenses. 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, that Dealer’s interest in the offering is limited to such commissions from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission commissions to the Dealer. In addition, and that Dealer’s interest as set forth in the offering is limited to such commission from Prospectus, 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 Dealer an amount 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 for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have 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 right to require the Dealer Manager intends to pay transaction-based compensation provide a detailed and itemized invoice as a condition to the Dealer Manager’s wholesalers in connection with sales reimbursement of Shares, and that any 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 Sharesdue diligence expenses.

Dealers’ Commissions. Except for volume discounts described in or 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, the Dealer’s selling sales commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% up to a maximum amount of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it in the primary portion of the Offering and accepted and confirmed by the Company, which commission commissions will be paid payable 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, Dealer shall provide ongoing services to stockholders of Class T Shares in accordance with Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to stockholders of Class T Shares, 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. Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although Dealer may, in its sole discretion, provide ongoing services to stockholders of Class A Shares similar to those services provided to stockholders of Class T Shares. 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, and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. 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, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow out re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses pursuant to a separate marketing fee agreement. In addition, as compensation for providing ongoing or regular account or portfolio maintenance for a Class T stockholder, assisting with recordkeeping, assisting and its due diligence expense reimbursement processing distribution payments or providing other similar services as a Class T stockholder may reasonably require in connection with such stockholder’s investment in Class T Shares, the Dealer Manager will be paid and will generally re-allow to the Dealer a quarterly stockholder servicing fee that will accrue daily in an amount equal to 1/365th (1/366th during a leap year) of 1.0% of the purchase price per Share (or, once reported, the amount of the estimated NAV), of Class T Shares sold by Dealer, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to Class T Shares held in any particular account, and those Class T Shares will convert into a number of Class I Shares determined by multiplying each Class T Share to be converted by the applicable conversion rate as set forth in the Articles Supplementary establishing the rights and privileges of the Class T Shares, on the earlier of (i) a listing of the Class I Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) after the termination of the primary portion of the Offering in which the initial Class T Shares in the account were sold, the end of the month in which total underwriting compensation paid in the primary portion of the Offering is not less than 10.0% of the gross proceeds of the primary portion of the Offering from the sale of Class T Shares and Class I Shares; and (iv) the end of the month in which the total stockholder servicing fees paid with respect to such Class T Shares purchased in the primary portion of the Offering is not less than 4.0% (or a lower limit described below) of the gross offering price of those Class T Shares purchased in such Offering (excluding shares purchased through the Company’s distribution reinvestment plan). If the Company redeems a portion, but not all of the Class T Shares held in a stockholder’s account, the total stockholder servicing fee limit and amount of stockholder servicing fees previously paid will be prorated between the Class T Shares that were redeemed and those Class T Shares that were retained in the account. Likewise, if a portion of the Class T Shares in a stockholder’s account is sold or otherwise transferred in a secondary transaction, the total stockholder servicing fee limit and amount of stockholder servicing fees previously paid will be prorated between the Class T Shares that were transferred and the Class T Shares that were retained in the account. With respect to item (iv) above, all of the Class T Shares held in a stockholder’s account will automatically convert into Class I Shares as of the last calendar day of the month in which the 4.0% limit on stockholder servicing fees (or a lower limit as described in this Participating Dealer Agreement). The Company will further cease paying the stockholder servicing fee on any Class T Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction in which the Company is a party and in which the Class T Shares as a class are exchanged for cash or other securities. No sales commissions or stockholder servicing fee shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions, dealer manager feefees and stockholder servicing fees payable is limited solely to the proceeds of commissions, based on dealer manager fees and stockholder servicing fees receivable from the Company or PXXX-Xxxxxxx REIT Advisor, LLC (the “Advisor”), and the Dealer hereby waives any and all rights to receive payment of commissions, dealer manager fees and stockholder servicing fees due until such factors time as the number Dealer Manager is in receipt of Shares sold by such participating Dealer, the assistance of such Dealer in marketing commission from the offering of Shares, and bona fide conference fees incurredCompany. The parties hereby agree that the foregoing commission is commissions, dealer manager fees and stockholder servicing fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commissions, dealer manager fees and stockholder servicing fees from the Dealer Manager and Dealer’s indemnity referred to in Section 4 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 fees and stockholder servicing fee fees to the Dealer. In addition, as set forth in Section 3.3 of the Prospectus, the Dealer Manager Agreement, but only may reimburse Dealer for reasonable 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 extent that the total reimbursement of any 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 Sharesdue diligence expenses.

Dealers’ Commissions. Except for volume discounts described in or 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, the Dealer’s selling sales commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7.0% up to a maximum amount of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it in the primary portion of the Offering and accepted and confirmed by the Company, which commission commissions will be paid payable 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, Dealer shall provide ongoing services to stockholders of Class T Shares in accordance with Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to stockholders of Class T Shares, 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. Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although Dealer may, in its sole discretion, provide ongoing services to stockholders of Class A Shares similar to those services provided to stockholders of Class T Shares. 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, and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. 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, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow out re-allow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses pursuant to a separate marketing fee agreement. In addition, as compensation for providing ongoing or regular account or portfolio maintenance for a Class T stockholder, assisting with recordkeeping, assisting and its due diligence expense reimbursement processing distribution payments or providing other similar services as a Class T stockholder may reasonably require in connection with such stockholder’s investment in Class T Shares, the Dealer Manager will be paid and will generally re-allow to the Dealer a quarterly stockholder servicing fee that will accrue daily in an amount equal to 1/365th (1/366th during a leap year) of 1.0% of the purchase price per Share, of Class T Shares sold by Dealer, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Offering on the earlier of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the aggregate gross proceeds from the sale of Shares in the primary portion of the dealer manager feeOffering (i.e., based on such factors as excluding proceeds from sales pursuant to the number of Shares sold distribution reinvestment plan), calculated by such participating Dealer, the Company with the assistance of the Dealer Manager after the termination of the primary portion of the Offering; (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the distribution reinvestment plan offering) terminates; (iii) the date that such Class T Share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction. The stockholder servicing fee relates to the share or shares sold. 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 Class T stockholders as set forth above; provided, however, that with respect to any individual investment, the Dealer Manager will not re-allow the related stockholder servicing fee to any Dealer if such Dealer in marketing ceases to hold the account related to such investment or fails to provide the aforementioned services. In addition, the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement or a servicing agreement with the Dealer Manager. No sales commissions or stockholder servicing fee shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of Sharessuch subscriber, and bona fide conference such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions, dealer manager fees incurredand stockholder servicing fees payable is limited solely to the proceeds of commissions, dealer manager fees and stockholder servicing fees receivable from the Company or PXXX-Xxxxxxx REIT Advisor, LLC (the “Advisor”), and the Dealer hereby waives any and all rights to receive payment of commissions, dealer manager fees and stockholder servicing fees due until such time as the Dealer Manager is in receipt of the commission from the Company. The parties hereby agree that the foregoing commission is commissions, dealer manager fees and stockholder servicing fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commissions, dealer manager fees and stockholder servicing fees from the Dealer Manager and Dealer’s indemnity referred to in Section 4 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 fees and stockholder servicing fee fees to the Dealer. In addition, as set forth in Section 3.3 of the Prospectus, the Dealer Manager Agreement, but only may reimburse Dealer for reasonable 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 extent that the total reimbursement of any 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 Sharesdue diligence expenses.