Common use of Selling Commissions Clause in Contracts

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as described in the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to the DRP. All selling commissions shall be based on Shares sold by 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 % 3.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 2.0 0.0 % 0.0 % * Paid by the Sponsor to the Dealer Manager The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to the DRP. All selling commissions shall be based on Shares sold by 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five four years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 10 and 10 11 of the Dealer Manager Agreement and that neither the Company nor the Sponsor is not liable or responsible for the direct payment of such commission to the Dealer.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all Subject to volume discounts and other distribution channels as special circumstances described in or otherwise disclosed in the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to under the DRP. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a heading “sale Plan of SharesDistribution,” 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission will pay to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for selling 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 will reallow to Dealer a portion amount of its dealer manager fee equal to 1.03.0% of the proceeds from Shares NAV per Class A Share that is a Primary Share sold by Dealer in the primary offering each Offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares of $3,000,000 or more, the dealer manager fee is reduced as set forth aboveSelling Commissions”). 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee A Selling Commissions payable to the Dealer Manager for five years from will be paid substantially concurrently with the date on which such share is issued for services execution by the Company of orders submitted by purchasers of Class A Shares and expenses related to may be reallowed by the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow to Participating Broker-Dealers. Subject to volume discounts and other special circumstances described in or otherwise disclosed in the distribution and shareholder servicing fees to Prospectus under the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer heading “Plan of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, Distribution,” the Company will cease paying pay to the Dealer Manager and selling commissions in the amount of 3.0% of the NAV per Class T Share that is a Primary Share sold in each Offering (the “Class T Selling Commissions”). The Class T Selling Commissions payable to the Dealer Manager will cease reallowing to be paid substantially concurrently with the Dealer, execution by the distribution and shareholder servicing fee with respect to all Company of orders submitted by purchasers of Class T Shares sold and may be reallowed by the Dealer Manager to Participating Broker-Dealers. Subject to volume discounts and other special circumstances described in or otherwise disclosed in the Offering at Prospectus under the earliest of: (i) heading “Plan of Distribution,” the date at which, Company will pay to the Dealer Manager selling commissions in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10amount of 3.0% of the gross proceeds from the primary NAV per Class S Share that is a Primary Share sold in each Offering (i.e. excluding proceeds from sales pursuant the “Class S Selling Commissions”). The Class S Selling Commissions payable to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class S Shares and may be reallowed by the Dealer Manager to Participating Broker-Dealers. Subject to volume discounts and other special circumstances described in or otherwise disclosed in the Prospectus under the heading “Plan of Distribution,” the Company will pay to the Dealer unless or until Manager selling commissions in the gross proceeds amount of 3.0% of the Shares NAV per Class T2 Share that is a Primary Share sold are disbursed in each Offering (the “Class T2 Selling Commissions” and, together with the Class A Selling Commissions, the Class T Selling Commissions and the Class S Selling Commissions, the “Selling Commissions”). The Class T2 Selling Commissions payable to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T2 Shares and may be reallowed by the Dealer Manager to Participating Broker-Dealers. The Company will not pay to the Dealer pursuant to Sections 4, 5 and 6 Manager any selling commissions in respect of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable Statepurchase of any Class I or Class M-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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 I Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the DealerDRIP Shares.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Subject to the terms and conditions set forth herein and in the Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all Manager Agreement and, subject to the volume discounts and other distribution channels as special circumstances described in the Prospectus 2.0 “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Broker-Dealer a selling commission of 7% 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to of the DRP. All selling commissions shall be based on gross proceeds from the Shares sold by Dealer it and accepted and confirmed by the Company. Selected Broker-Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. For purposes of this Section 6(a), which commission will be paid Shares are “sold” only if an executed Subscription Agreement is accepted 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other brokerSelected Broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever selling commissions will be paid payable and no Dealer Manager Fees will begin to accrue until the date upon which the Company has received and accepted subscriptions for the minimum offering and the Escrow Agent has released the proceeds from the Escrow Account to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the ProspectusCompany. The parties hereby agree that the foregoing commission is selling commissions and Dealer Manager 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 Selected Broker-Dealer’s interest in the Offering offering is limited to such commission selling commissions and Dealer Manager Fees from the Dealer Manager and Selected Broker-Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions and Dealer Manager Fees to Selected Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Selected Broker-Dealer for reasonable bona fide due diligence expenses incurred by Selected Broker-Dealer. Selected Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Subject to the terms and conditions set forth herein and in the Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all Manager Agreement and, subject to the volume discounts and other distribution channels as special circumstances described in the Prospectus 2.0 “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Broker-Dealer a selling commission of 3.0% 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to of the DRP. All selling commissions shall be based on gross proceeds from the Shares sold by Dealer it 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer fee of up to 1.0% (for marketing and expenses), and a fixed feeDistribution Fee of __% from the Shares sold by it and confirmed by the Company, e.g.payable from the 1.125% Distribution Fee received by the Dealer Manager on the first, a percentage second, third and fourth anniversaries of assets under managementthe purchase, for investment advisory and pursuant to the terms in the Company’s prospectus. Eligibility to receive the Distribution Fee is conditioned upon either the Selected Dealer acting as broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise record with respect to such fees. If Shares (in which case the Selected Dealer agrees to promptly notify the Managing Dealer if it is no longer the broker-dealer of record with respect to such Class T some or all of the Shares) or otherwise providing shareholder or account maintenance services with respect to the Shares, however, then and the Selected Dealer hereby represents by its acceptance of the Distribution Fee that it is providing such services. Selected Broker-Dealer shall no longer be paid responsible for implementing the distribution volume discounts and shareholder servicing fees related to such Class T Sharesother special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Notwithstanding the foregoingFor purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted by the Company will cease paying and the Company has thereafter distributed the commission and fee to the Dealer Manager in connection with such transaction. Selected Broker-Dealer acknowledges that, subject to the limitations of the Investment Company Act of 1940, as amended, and applicable regulatory guidance, the Dealer Manager will cease reallowing may agree to the Dealerwaive, in whole or in part, the distribution selling commissions, broker-dealer fees, Dealer Manager Fees and shareholder servicing fee with respect Distribution Fees that it would be otherwise entitled to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds receive from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securitiesCompany. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Selected Broker-Dealer acknowledges and agrees that no commissions, payments selling commissions or amounts whatsoever broker-dealer fees will be paid payable, and no Dealer Manager Fees or Distribution Fees will begin to accrue until the date upon which the Company has received and accepted subscriptions for the minimum offering and the Escrow Agent has released the proceeds from the Escrow Account to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the ProspectusCompany. The parties hereby agree that the foregoing commission is selling commissions, broker-dealer fees, Dealer Manager Fees and Distribution 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 Selected Broker-Dealer’s interest in the Offering offering is limited to such commission selling commissions, broker-dealer fees, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Selected Broker-Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions, broker-dealer fees, Dealer Manager Fees and Distribution Fees to Selected Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Selected Broker-Dealer for reasonable bona fide due diligence expenses incurred by Selected Broker-Dealer. Selected Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as Subject to any special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to the DRP. All selling commissions shall be based on Shares sold by 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 or this Section 2 hereof5.2, the Company has accepted the subscription agreement of such subscriber and Advisor or its affiliates other than the Company has thereafter distributed the commission will pay to the Dealer Manager upfront selling commissions in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely amount of (i) up 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 6.0% of the commission from sales price of the Company. In addition, upon the terms set forth herein or Class A Shares in the Prospectus Primary Offering (as amended the “Class A Selling Commissions”); and supplemented)(ii) up to 3.0% of the sales price of the Class T Shares in the Primary Offering (the “Class T Selling Commissions” and together with the Class A Selling Commissions, the Dealer Manager will reallow to Dealer ”Selling Commissions”). All or a portion of its dealer manager fee equal such Selling Commissions may be reallowed to 1.0% of the proceeds from Participating Dealer who sold the Offered Shares sold by Dealer giving rise to such commissions, as described more fully in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Participating Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Agreement entered into with such Participating Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, ; provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% no Selling Commissions described in this clause (a) shall be payable in respect of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories purchase of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets Primary Shares sold under management, for investment advisory and broker-dealer services, which is referred to certain circumstances as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth described in the Prospectus. A Participating Dealer Manager Agreement and subject may elect to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding A Selling Commissions at the foregoingtime of sale, the Company will cease paying to over time (a ”Trailing Commission”) or a combination of both as agreed between the Dealer Manager and the Participating Dealer. The Dealer Manager Manager, resulting from an election by a Participating Dealer, will cease reallowing receive the Selling Commission that corresponds to the payment schedules agreed to with a Participating Dealer, . In no event will the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10A Selling Commissions paid exceed 6.0% of the sales price of the Class A Shares or the Class T Selling Commissions paid exceed 3.0% of the sales prices of the Class T Shares. The Advisor and its affiliates will have no obligation to pay the Trailing Commission if the applicable Primary Shares are no longer outstanding, or total underwriting compensation would exceed 10.0% of gross offering proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; sale of Primary Shares. The Advisor and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the Dealer’s obligations hereunder, including, but its affiliates will 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid pay to the Dealer unless or until the gross proceeds Manager any Selling Commissions in respect of the purchase of any Class I Shares sold are disbursed to the or DRIP Shares. The Company pursuant to Section 3 will not pay any portion of the Escrow Agreement, except for Shares sold Selling Commissions and has no obligation of any kind to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to pay such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the DealerSelling Commissions.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 Offering Participating Brokers 7.0 % 0.0 % Sales through all other distribution channels as described in the Prospectus 2.0 Fee for Service Investment Advisers 0.0 % 0.0 % The Exhibit 1.1 Dealer will not receive any Manager Fee Distribution Channel Primary Offering DRP Offering Participating Brokers 3.0 % 0.0 % Fee for Service Investment Advisers 3.0 % 0.0 % If the Dealer Manager, the Participating Broker and the investor agree, the selling commissions in connection with Class T can be paid on a deferred basis for Shares sold pursuant in the primary offering. In these instances, the Company will sell the Shares at a reduced price as set forth above and pay the Dealer Manager a correspondingly reduced sales commission at the time of sale. The balance of the normal commission would be paid to the DRP. All selling commissions shall be based on Dealer Manager over six years for Shares sold in the primary offering, out of the dividends or other distributions that are declared and paid with respect to the reduced-priced shares sold through the Dealer Manager or Participating Broker. The amount by Dealer and accepted and confirmed which by the Company, which commission will investor's dividends are reduced in these cases would 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission as deferred commissions to the Dealer Manager (and by the Dealer Manager to the Participating Brokers for Shares sold by the Participating Brokers). As an example, investors electing the deferred commission option for Shares purchased in connection with such transactionthe primary offering will pay, on the date of purchase, $9.40 per Share (which includes a commission of $0.10 per Share). For a period of six years following the date of purchase, an additional $0.10 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The Dealer affirms net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares. If at any time prior to the satisfaction of the Company's remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the Dealer Manager’s liability for distributions prior to listing are insufficient to satisfy the remaining commissions payable is limited solely to due, the proceeds obligations of commissions receivable from the Company and the Dealer hereby waives investor to pay any further deferred commissions will terminate, 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager Participating Brokers will cease reallowing not be entitled to receive any further portion of their deferred commissions following listing of the Company's common stock. In addition, if an investor that has elected the deferred commission option decides to participate in the Company’s share redemption program or requests that the Company transfer such stockholder’s Shares for any reason prior to the Dealertime that the remaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the distribution and shareholder servicing fee with respect to all Class T Shares sold in Company will accelerate the Offering at selling commissions due under the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except Deferred Commission Option as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified set forth in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Subject to the terms and conditions set forth herein and in the Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all Manager Agreement and, subject to the volume discounts and other distribution channels as special circumstances described in the Prospectus 2.0 “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Broker-Dealer a selling commission of 6.0% 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to of the DRP. All selling commissions shall be based on gross proceeds from the Shares sold by Dealer it and accepted and confirmed by the Company, which commission will and a broker-dealer fee of up to 1.0% (for marketing and expenses). Selected Broker-Dealer shall be paid responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. For purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission and fee 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other brokerSelected Broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments selling commissions or amounts whatsoever broker-dealer fees will be paid payable, and no Dealer Manager Fees will begin to accrue until the date upon which the Company has received and accepted subscriptions for the minimum offering and the Escrow Agent has released the proceeds from the Escrow Account to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the ProspectusCompany. The parties hereby agree that the foregoing commission is selling commissions, broker-dealer fees, and Dealer Manager 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 Selected Broker-Dealer’s interest in the Offering offering is limited to such commission selling commissions, broker-dealer fees, and Dealer Manager Fees from the Dealer Manager and Selected Broker-Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions, broker-dealer fees, and Dealer Manager Fees to Selected Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Selected Broker-Dealer for reasonable bona fide due diligence expenses incurred by Selected Broker-Dealer. Selected Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 6.0 % 0.0 3.0 % Sales through all other distribution channels as described discussed in the Prospectus 2.0 0.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T 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 the Transaction Commission Rate (Based on a $10.00 Price Per Share)* 1 to 50,000 6.0 % 50,001 to 100,000 5.0 % 100,001 to 250,000 3.0 % 250,001 to 500,000 2.0 % 500,001 and up 1.0 % * All commission rates will be calculated assuming a $10.00 price per share. All selling commissions shall be based on Shares sold by 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowancemay, in its sole discretion, based upon pay a number marketing fee to Dealer of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared up to those 1% of the other Dealers participating in this offering. For volume discount sales gross offering proceeds attributable to Dealer, which reallowance would be paid by the Dealer Manager out of Class A Shares of $3,000,000 or more, the its dealer manager fee is reduced as set forth abovefee. The amount of the dealer manager fee reallowed This reallowance would be pursuant to a separate agreement between the Dealer in that instance will be negotiated on a transaction by transaction basisManager and Dealer. The Dealer Manager or the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that Dealer unless such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not dealers to exceed 150.5% of the Company’s gross proceeds from the Offeringoffering proceeds. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion Subscribers of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or Company’s Shares may agree with Dealer to have selling commissions due with respect to the purchase of their affiliates; • Sales Shares paid over a period of up to employees of selected participating broker-dealers; or • Sales made through five years pursuant to a bank acting deferred commission option arrangement (the “Deferred Commission Option”), as a trustee or fiduciary. As set forth in the Dealer Manager Agreement more fully described and subject to the terms and limitations described therein, each outstanding Class T Share sold conditions set forth under “Plan of Distribution – Deferred Commission Option” in the primary Offering Company’s Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be subject required to pay a distribution and shareholder servicing fee 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 for 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 date Dealer Manager, $0.10 per share on which such share is issued for services and expenses related to an annual basis will be paid by the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees Company to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record 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 Class T Shares, howeverwhich 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 Dealer shall no longer be paid the distribution and shareholder servicing fees related 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 such Class T Shares. Notwithstanding occur at any time prior to the foregoingsatisfaction of the remaining deferred commission obligations, the Company will cease paying 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 the Dealer Manager will cease reallowing not be entitled to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% receive any further portion of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares any unpaid deferred selling commissions following any such listing for trading on a national securities exchange; and (iii) exchange or on the date of Nasdaq National Market. In addition, if a merger stockholder that has elected the Deferred Commission Option decides to participate in the Company’s proposed share redemption program or other extraordinary transaction in which requests that the Company is a party and in which the transfer such stockholder’s Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained reason prior to the termination of time that the Offeringremaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the investments from residents of that state Company will be promptly returned to them accelerate the selling commissions due under the Deferred Commission Option as set forth in accordance with 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, that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 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.

Selling Commissions. Distribution Channel Primary Offering Public Shares DRP Shares Sales through -------------------- ------------- ---------- Participating Brokers 7.0% 5.0% Fee for Service Investment Advisers 0.0% 0.0% Dealer Manager Fee Distribution Channel Public Shares DRP Shares -------------------- ------------- ---------- Participating Brokers 3.0% 0.0% Fee for Service Investment Advisers 3.0% 0.0% If the Dealer Manager, the Participating Broker and the investor agree, the selling commissions can be paid on a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as described deferred basis for Shares sold in the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold primary offering or pursuant to the DRP. All selling commissions shall In these instances, the Company will sell the Shares at a reduced price as set forth above and pay the Dealer Manager a correspondingly reduced sales commission at the time of sale. The balance of the normal commission would be based on paid to the Dealer Manager over six years for Shares sold in the primary offering, or four years for Shares sold in the DRP, out of the dividends or other distributions that are declared and paid with respect to the reduced-priced shares sold through the Dealer Manager or Participating Broker. The amount by Dealer and accepted and confirmed which by the Company, which commission will investor's dividends are reduced in these cases would 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission as deferred commissions to the Dealer Manager (and by the Dealer Manager to the Participating Brokers for Shares sold by the Participating Brokers). As an example, investors electing the deferred commission option for Shares purchased in connection with such transactionthe primary offering will pay, on the date of purchase, $7.52 per Share (which includes a commission of $0.08 per Share). For a period of six years following the date of purchase, an additional $0.08 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The Dealer affirms net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares. If at any time prior to the satisfaction of the Company's remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange, the Nasdaq National Market or other over-the-counter market, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the Dealer Manager’s liability for distributions prior to listing are insufficient to satisfy the remaining commissions payable is limited solely to due, the proceeds obligations of commissions receivable from the Company and the Dealer hereby waives investor to pay any further deferred commissions will terminate, 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Participating Brokers will not be entitled to receive any further portion of their deferred commissions following listing of the Company's common stock. The 5.0% commission payable on shares sold by the Dealer Manager will cease reallowing to or the DealerParticipating Brokers under the Company's Dividend Reinvestment Plan ("DRP") shall be payable until such time that the Company ceases offering Shares under the DRP on such terms. At such time, the distribution 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. Stockholders purchasing through advisers affiliated with a dealer, through advisers not affiliated with a dealer, or through banks acting as trustees or fiduciaries are referred to in this agreement as "Adviser Affiliated Stockholders"). The Company will also pay the Dealer Manager for non-accountable due diligence expenses of the Dealer Manager and shareholder servicing fee with respect to all Class T Shares sold the Participating Brokers in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10amount of 0.5% of the gross offering proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant sale of the 44,400,000 shares offered to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealerpublic .

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as Subject to any special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to the DRP. All selling commissions shall be based on Shares sold by 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 or this Section 2 hereof5.2, the Company has accepted the subscription agreement of such subscriber and Advisor or its affiliates other than the Company has thereafter distributed the commission will pay to the Dealer Manager upfront selling commissions in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely amount of (i) up 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 6.0% of the commission from sales price of the Company. In addition, upon the terms set forth herein or Class A Shares in the Prospectus Primary Offering (as amended the “Class A Selling Commissions”); and supplemented)(ii) up to 3.0% of the sales price of the Class T Shares in the Primary Offering (the “Class T Selling Commissions” and together with the Class A Selling Commissions, the Dealer Manager will reallow to Dealer “Selling Commissions”). All or a portion of its dealer manager fee equal such Selling Commissions may be reallowed to 1.0% of the proceeds from Participating Dealer who sold the Offered Shares sold by Dealer giving rise to such commissions, as described more fully in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Participating Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Agreement entered into with such Participating Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, ; provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% no Selling Commissions described in this clause (a) shall be payable in respect of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories purchase of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets Primary Shares sold under management, for investment advisory and broker-dealer services, which is referred to certain circumstances as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth described in the Prospectus. A Participating Dealer Manager Agreement and subject may elect to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding A Selling Commissions at the foregoingtime of sale, the Company will cease paying to over time (a “Trailing Commission”) or a combination of both as agreed between the Dealer Manager and the Participating Dealer. The Dealer Manager Manager, resulting from an election by a Participating Dealer, will cease reallowing receive the Selling Commission that corresponds to the payment schedules agreed to with a Participating Dealer, . In no event will the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10A Selling Commissions paid exceed 6.0% of the sales price of the Class A Shares or the Class T Selling Commissions paid exceed 3.0% of the sales prices of the Class T Shares. The Advisor and its affiliates will have no obligation to pay the Trailing Commission if the applicable Primary Shares are no longer outstanding, or total underwriting compensation would exceed 10.0% of gross offering proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; sale of Primary Shares. The Advisor and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the Dealer’s obligations hereunder, including, but its affiliates will 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid pay to the Dealer unless or until the gross proceeds Manager any Selling Commissions in respect of the purchase of any Class I Shares sold are disbursed to the or DRIP Shares. The Company pursuant to Section 3 will not pay any portion of the Escrow Agreement, except for Shares sold Selling Commissions and has no obligation of any kind to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to pay such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the DealerSelling Commissions.

Selling Commissions. Distribution Channel Primary Offering Public Shares DRP Shares Sales through -------------------- ------------- ---------- Participating Brokers 7.0% 0.0% Fee for Service Investment Advisers 0.0% 0.0% Dealer Manager Fee Distribution Channel Public Shares DRP Shares -------------------- ------------- ---------- Participating Brokers 3.0% 0.0% Fee for Service Investment Advisers 3.0% 0.0% If the Dealer Manager, the Participating Broker and the investor agree, the selling commissions can be paid on a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as described deferred basis for Shares sold in the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold primary offering or pursuant to the DRP. All selling commissions shall In these instances, the Company will sell the Shares at a reduced price as set forth above and pay the Dealer Manager a correspondingly reduced sales commission at the time of sale. The balance of the normal commission would be based on paid to the Dealer Manager over six years for Shares sold in the primary offering, or four years for Shares sold in the DRP, out of the dividends or other distributions that are declared and paid with respect to the reduced-priced shares sold through the Dealer Manager or Participating Broker. The amount by Dealer and accepted and confirmed which by the Company, which commission will investor's dividends are reduced in these cases would 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission as deferred commissions to the Dealer Manager (and by the Dealer Manager to the Participating Brokers for Shares sold by the Participating Brokers). As an example, investors electing the deferred commission option for Shares purchased in connection with such transactionthe primary offering will pay, on the date of purchase, $7.52 per Share (which includes a commission of $0.08 per Share). For a period of six years following the date of purchase, an additional $0.08 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The Dealer affirms net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares. If at any time prior to the satisfaction of the Company's remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange, the Nasdaq National Market or other over-the-counter market, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the Dealer Manager’s liability for distributions prior to listing are insufficient to satisfy the remaining commissions payable is limited solely to due, the proceeds obligations of commissions receivable from the Company and the Dealer hereby waives investor to pay any further deferred commissions will terminate, 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Participating Brokers will not be entitled to receive any further portion of their deferred commissions following listing of the Company's common stock. The Company will also pay the Dealer Manager will cease reallowing for bona fide due diligence expenses of the Dealer Manager and the Participating Brokers in the amount of up to 0.5% of the gross offering proceeds from the sale of the 44,400,000 shares offered to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold public. In no event will bona fide due diligence expenses in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10excess of 0.5% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant sale of 44,400,000 shares offered to the DRP); (ii) the date on which public be paid by the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless Manager. In no event will any commissions or fees be advanced until the gross proceeds funds in respect of the subscriptions for an aggregate of at least 125,000 Shares sold are disbursed in the primary offering, acceptable to the Company, have been received by the Company pursuant to Section 3 of the Escrow Agreement, except and payment for such Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined been deposited in the Escrow Agreement, is obtained, investments will be held in escrow and, if Account and classified as "cleared funds" by the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the DealerEscrow Agent.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 4% 0.0 % Sales through all other distribution channels as described in the Prospectus 2.0 % 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 $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 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 not receive any selling commissions in connection with Class T Shares sold pursuant apply to the DRPentire 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 2 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 will may agree to reallow to any Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed pursuant to a Dealer in that instance will be negotiated on a transaction by transaction basisseparate marketing fee agreement. The Dealer Manager or or, in certain cases at the Company option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that 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, may not to exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that the Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 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.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Subject to the terms and conditions set forth herein and in the Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all Manager Agreement and, subject to the volume discounts and other distribution channels as special circumstances described in the Prospectus 2.0 “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Broker-Dealer a selling commission of 6.0% 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to of the DRP. All selling commissions shall be based on gross proceeds from the Shares sold by Dealer it and accepted and confirmed by the Company, which commission will and a broker-dealer fee equal to 1.0% (for marketing fees and expenses). Selected Broker-Dealer shall be paid responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. For purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission and fee 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other brokerSelected Broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments selling commissions or amounts whatsoever broker-dealer fees will be paid payable, and no Dealer Manager Fees will begin to accrue until the date upon which the Company has received and accepted subscriptions for the minimum offering and the Escrow Agent has released the proceeds from the Escrow Account to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the ProspectusCompany. The parties hereby agree that the foregoing commission is selling commissions, broker-dealer fees, and Dealer Manager 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 Selected Broker-Dealer’s interest in the Offering offering is limited to such commission selling commissions, broker-dealer fees, and Dealer Manager Fees from the Dealer Manager and Selected Broker-Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions, broker-dealer fees, and Dealer Manager Fees to Selected Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Selected Broker-Dealer for reasonable bona fide due diligence expenses incurred by Selected Broker-Dealer. Selected Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Selling Commissions. Distribution Channel Primary Offering Public Shares DRP Shares Sales through -------------------- ------------- ---------- Participating Brokers 7.0% 5.0% Fee for Service Investment Advisers 0.0% 0.0% Dealer Manager Fee Distribution Channel Public Shares DRP Shares -------------------- ------------- ---------- Participating Brokers 3.0% 0.0% Fee for Service Investment Advisers 3.0% 0.0% If the Dealer Manager, the Participating Broker and the investor agree, the selling commissions can be paid on a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as described deferred basis for Shares sold in the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold primary offering or pursuant to the DRP. All selling commissions shall In these instances, the Company will sell the Shares at a reduced price as set forth above and pay the Dealer Manager a correspondingly reduced sales commission at the time of sale. The balance of the normal commission would be based on paid to the Dealer Manager over six years for Shares sold in the primary offering, or four years for Shares sold in the DRP, out of the dividends or other distributions that are declared and paid with respect to the reduced-priced shares sold through the Dealer Manager or Participating Broker. The amount by Dealer and accepted and confirmed which by the Company, which commission will investor's dividends are reduced in these cases would 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission as deferred commissions to the Dealer Manager (and by the Dealer Manager to the Participating Brokers for Shares sold by the Participating Brokers). As an example, investors electing the deferred commission option for Shares purchased in connection with such transactionthe primary offering will pay, on the date of purchase, $7.52 per Share (which includes a commission of $0.08 per Share). For a period of six years following the date of purchase, an additional $0.08 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The Dealer affirms net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares. If at any time prior to the satisfaction of the Company's remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange, the Nasdaq National Market or other over-the-counter market, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the Dealer Manager’s liability for distributions prior to listing are insufficient to satisfy the remaining commissions payable is limited solely to due, the proceeds obligations of commissions receivable from the Company and the Dealer hereby waives investor to pay any further deferred commissions will terminate, 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Participating Brokers will not be entitled to receive any further portion of their deferred commissions following listing of the Company's common stock. The 5.0% commission payable on shares sold by the Dealer Manager or the Participating Brokers under the Company's Dividend Reinvestment Plan ("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. Stockholders purchasing through advisers affiliated with a dealer, through advisers not affiliated with a dealer, or through banks acting as trustees or fiduciaries are referred to in this agreement as "Adviser Affiliated Stockholders"). The Company will cease reallowing also pay the Dealer Manager for bona fide due diligence expenses of the Dealer Manager and the Participating Brokers in the amount of up to 0.5% of the gross offering proceeds from the sale of the 44,400,000 shares offered to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold public. In no event will bona fide due diligence expenses in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10excess of 0.5% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant sale of 44,400,000 shares offered to the DRP); (ii) the date on which public be paid by the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless Manager. In no event will any commissions or fees be advanced until the gross proceeds funds in respect of the subscriptions for an aggregate of at least 125,000 Shares sold are disbursed in the primary offering, acceptable to the Company, have been received by the Company pursuant to Section 3 of the Escrow Agreement, except and payment for such Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined been deposited in the Escrow Agreement, is obtained, investments will be held in escrow and, if Account and classified as "cleared funds" by the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the DealerEscrow Agent.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 4% 0.0 % Sales through all other distribution channels as described in the Prospectus 2.0 % 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 $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 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 not receive any selling commissions in connection with Class T Shares sold pursuant apply to the DRPentire 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 2 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 will may agree to reallow to any Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed pursuant to a Dealer in that instance will be negotiated on a transaction by transaction basisseparate marketing fee agreement. The Dealer Manager or or, in certain cases at the Company option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that 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, may not to exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that the Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and the Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 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.

Selling Commissions. Distribution Channel Primary Offering DRP Offering 7 % 0 % If you and the investor agree, the selling commissions can be paid on a deferred basis for Shares DRP Shares Sales through a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as described sold in the Prospectus 2.0 % 0.0 % primary offering. In these instances, the Company will sell the Shares at a reduced price as set forth above and the Dealer Manager will pay you a correspondingly reduced sales commission at the time of sale. The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to balance of the DRP. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which normal commission will would 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and by the Dealer Manager will cease reallowing to the Dealer, the distribution and shareholder servicing fee with respect to all Class T you over six years for Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% primary offering out of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant dividends or other distributions that are declared and paid with respect to the DRP); (ii) reduced-priced shares sold through you. The amount by which by the date on which investor’s dividends or other distributions are reduced in these cases would be paid by the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the Dealer’s obligations hereunder, including, but not limited to, expenses related deferred commissions 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of by the Dealer Manager Agreement to you. As an example, investors electing the deferred commission option for Shares purchased in the primary offering will pay, on the date of purchase, $7.52 per Share (which includes a commission of $0.08 per Share). For a period of six years following the date of purchase, an additional $0.08 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares. If at any time prior to the satisfaction of the Company’s remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange, the Nasdaq Global Market or other over-the-counter market, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the distributions prior to listing are insufficient to satisfy the remaining commissions due, the obligations of the Company and the investor to pay any further deferred commissions will terminate, and the Dealer Manager and you will not be entitled to receive any further portion of their deferred commissions following listing of the Company’s common stock. In addition, if an investor that has elected the deferred commission option decides to participate in the Company’s share redemption program or requests that the Company is not liable or responsible transfer such stockholder’s Shares for the direct payment of such commission any reason prior to the Dealertime 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.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Shares Sales through a Subject to the terms and conditions set forth herein and in the Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all Manager Agreement and, subject to the volume discounts and other distribution channels as special circumstances described in the Prospectus 2.0 “Plan of Distribution” section of the Prospectus, the Dealer Manager shall pay to Selected Broker-Dealer a selling commission of 3.0% 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold pursuant to of the DRP. All selling commissions shall be based on gross proceeds from the Shares sold by Dealer it 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 2 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer fee of up to 1.0% (for marketing and expenses), and a fixed feeDistribution Fee of ____% from the shares sold by it and confirmed by the Company, e.g.payable from the 1.125% Distribution Fee received by the Dealer Manager on the first, a percentage second, third and fourth anniversaries of assets under managementthe month of purchase, for investment advisory and pursuant to the terms in the Company’s prospectus. Eligibility to receive the Distribution Fee is conditioned upon the Selected Broker-Dealer acting as broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise record with respect to such fees. If Shares (in which case the Selected Broker-Dealer agrees to promptly notify the Managing Dealer if it is no longer the broker-dealer of record with respect to such Class T some or all of the Shares) and providing shareholder or account maintenance services with respect to the Shares, however, then and the Selected Dealer hereby represents by its acceptance of the Distribution Fee that it is providing such services. Selected Broker-Dealer shall no longer be paid responsible for implementing the distribution volume discounts and shareholder servicing fees related to such Class T Sharesother special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Notwithstanding the foregoingFor purposes of this Section 6(a), Shares are “sold” only if an executed Subscription Agreement is accepted by the Company will cease paying and the Company has thereafter distributed the commission and fee to the Dealer Manager in connection with such transaction. Selected Broker-Dealer acknowledges that, subject to the limitations of the Investment Company Act of 1940, as amended, and applicable regulatory guidance, the Dealer Manager will cease reallowing may agree to the Dealerwaive, in whole or in part, the distribution selling commissions, broker-dealer fees, Dealer Manager Fees and shareholder servicing fee with respect Distribution Fees that it would be otherwise entitled to all Class T Shares sold in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds receive from the primary Offering (i.e. excluding proceeds from sales pursuant to the DRP); (ii) the date on which the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securitiesCompany. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Selected Broker-Dealer acknowledges and agrees that no commissions, payments selling commissions or amounts whatsoever broker-dealer fees will be paid payable, and no Dealer Manager Fees or Distribution Fees will begin to accrue until the date upon which the Company has received and accepted subscriptions for the minimum offering and the Escrow Agent has released the proceeds from the Escrow Account to the Dealer unless or until the gross proceeds of the Shares sold are disbursed to the Company pursuant to Section 3 of the Escrow Agreement, except for Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined in the Escrow Agreement, is obtained, investments will be held in escrow and, if the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the ProspectusCompany. The parties hereby agree that the foregoing commission is selling commissions, broker-dealer fees, Dealer Manager Fees and Distribution 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 Selected Broker-Dealer’s interest in the Offering offering is limited to such commission selling commissions, broker-dealer fees, Dealer Manager Fees and Distribution Fees from the Dealer Manager and Selected Broker-Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions, broker-dealer fees, Dealer Manager Fees and Distribution Fees to Selected Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager will reimburse Selected Broker-Dealer for reasonable bona fide due diligence expenses incurred by Selected Broker-Dealer. Selected Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Selling Commissions. Distribution Channel Primary Offering Public Shares DRP Shares Sales through -------------------- ------------- ---------- Participating Brokers 7.0% 0.0% Fee for Service Investment Advisers 0.0% 0.0% Dealer Manager Fee Distribution Channel Public Shares DRP Shares -------------------- ------------- ---------- Participating Brokers 3.0% 0.0% Fee for Service Investment Advisers 3.0% 0.0% If the Dealer Manager, the Participating Broker and the investor agree, the selling commissions can be paid on a Dealer earning transaction-based compensation 2.0 % 0.0 % Sales through all other distribution channels as described deferred basis for Shares sold in the Prospectus 2.0 % 0.0 % The Dealer will not receive any selling commissions in connection with Class T Shares sold primary offering or pursuant to the DRP. All selling commissions shall In these instances, the Company will sell the Shares at a reduced price as set forth above and pay the Dealer Manager a correspondingly reduced sales commission at the time of sale. The balance of the normal commission would be based on paid to the Dealer Manager over six years for Shares sold in the primary offering, or four years for Shares sold in the DRP, out of the dividends or other distributions that are declared and paid with respect to the reduced-priced shares sold through the Dealer Manager or Participating Broker. The amount by Dealer and accepted and confirmed which by the Company, which commission will investor's dividends are reduced in these cases would 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 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission as deferred commissions to the Dealer Manager (and by the Dealer Manager to the Participating Brokers for Shares sold by the Participating Brokers). As an example, investors electing the deferred commission option for Shares purchased in connection with such transactionthe primary offering will pay, on the date of purchase, $7.52 per Share (which includes a commission of $0.08 per Share). For a period of six years following the date of purchase, an additional $0.08 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The Dealer affirms net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares. If at any time prior to the satisfaction of the Company's remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange or the Nasdaq National Market, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the Dealer Manager’s liability for distributions prior to listing are insufficient to satisfy the remaining commissions payable is limited solely to due, the proceeds obligations of commissions receivable from the Company and the Dealer hereby waives investor to pay any further deferred commissions will terminate, 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 will reallow to Dealer a portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto, provided that the Dealer Manager may adjust the amount of the reallowance, in its sole discretion, based upon a number of factors including the number of shares sold by Dealer in this offering, Dealer’s level of marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offering. For volume discount sales of Class A Shares 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 the Company will pay or reimburse bona fide invoiced due diligence expenses of Dealer, provided, however, that the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 15% of the Company’s gross proceeds from the Offering. The selling commission will be waived in connection with the following categories of sales: • Sales in which an investor pays a broker-dealer a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker-dealer services, which is referred to as a “wrap fee;” • Sales made by certain selected participating broker-dealers at the discretion of the dealer manager; • Sales in managed accounts that are managed by participating broker-dealers or their affiliates; • Sales to employees of selected participating broker-dealers; or • Sales made through a bank acting as a trustee or fiduciary. As set forth in the Dealer Manager Agreement and subject to the terms and limitations described therein, each outstanding Class T Share sold in the primary Offering will be subject to a distribution and shareholder servicing fee payable to the Dealer Manager for five years from the date on which such share is issued for services and expenses related to the marketing, sale and distribution of such shares and for providing shareholder services. The Dealer Manager will reallow the distribution and shareholder servicing fees to the Dealer for Class T Shares which the Dealer sold to give rise to such fees. If the Dealer is no longer the broker-dealer of record with respect to such Class T Shares, however, then Dealer shall no longer be paid the distribution and shareholder servicing fees related to such Class T Shares. Notwithstanding the foregoing, the Company will cease paying to the Dealer Manager and the Participating Brokers will not be entitled to receive any further portion of their deferred commissions following listing of the Company's common stock. The Company will also pay the Dealer Manager will cease reallowing for bona fide due diligence expenses of the Dealer Manager and the Participating Brokers in the amount of up to 0.5% of the gross offering proceeds from the sale of the 44,400,000 shares offered to the Dealer, the distribution and shareholder servicing fee with respect to all Class T Shares sold public. In no event will bona fide due diligence expenses in the Offering at the earliest of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10excess of 0.5% of the gross proceeds from the primary Offering (i.e. excluding proceeds from sales pursuant sale of 44,400,000 shares offered to the DRP); (ii) the date on which public be paid by the Company lists the Shares on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of the 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. Dealer acknowledges and agrees that no commissions, payments or amounts whatsoever will be paid to the Dealer unless Manager. In no event will any commissions or fees be advanced until the gross proceeds funds in respect of the subscriptions for an aggregate of at least 125,000 Shares sold are disbursed in the primary offering, acceptable to the Company, have been received by the Company pursuant to Section 3 of the Escrow Agreement, except and payment for such Shares sold to residents of a state that has imposed a State-Required Minimum Offering, which will be paid to the Dealer pursuant to Sections 4, 5 and 6 of the Escrow Agreement. Until the Minimum Offering, as defined been deposited in the Escrow Agreement, is obtained, investments will be held in escrow and, if Account and classified as "cleared funds" by the Minimum Offering is not obtained within the time periods specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. Likewise, if an applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with 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, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity and right to contribution referred to in Sections 9 and 10 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the DealerEscrow Agent.