Common use of Selling Commissions Clause in Contracts

Selling Commissions. Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 7.0 % 0.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) $ 0 to $ 999,999 7.0 % 3.0 % $ 1,000,000 to $ 1,999,999 6.0 % 3.0 % $ 2,000,000 to $ 2,999,999 5.0 % 3.0 % $ 3,000,000 to $ 3,999,999 4.0 % 2.5 % $ 4,000,000 to $ 9,999,999 3.0 % 2.0 % $ 10,000,000 and above 2.0 % 2.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. 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, based on $10.00 price per share (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 $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 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 referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 6.5% 0.0 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0 0.0% 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 $ 999,999 7.0 6.5% 3.0 3.0% $ 1,000,000 to $ $1,999,999 6.0 5.5% 3.0 3.0% $ 2,000,000 to $ $2,999,999 5.0 4.5% 3.0 3.0% $ 3,000,000 to $ $3,999,999 4.0 3.5% 2.5 2.5% $ 4,000,000 to $ $9,999,999 3.0 2.0% 2.0 2.5% $ $10,000,000 and above 2.0 1.0% 2.0 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 112,500 and dealer manager fees of $75,000. 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 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 pursuant to 1.0% of the proceeds from Shares sold by Dealer in the primary offering, based on $10.00 price per share (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 separate marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offeringfee agreement. For volume discount sales of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or 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 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 referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 6.5% 0.0 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0 0.0% 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 $ 999,999 7.0 6.5% 3.0 3.0% $ 1,000,000 to $ $1,999,999 6.0 5.5% 3.0 3.0% $ 2,000,000 to $ $2,999,999 5.0 4.5% 3.0 3.0% $ 3,000,000 to $ $3,999,999 4.0 3.5% 2.5 2.5% $ 4,000,000 to $ $9,999,999 3.0 2.0% 2.0 2.5% $ $10,000,000 and above 2.0 1.0% 2.0 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 112,500 and dealer manager fees of $75,000. 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 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 pursuant to 1.0% of the proceeds from Shares sold by Dealer in the primary offering, based on $10.00 price per share (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 separate marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offeringfee agreement. For volume discount sales of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or 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 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 to exceed 15% of the Company’s gross proceeds from the Offeringoffering proceeds. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 6.5% 0.0 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0 0.0% 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 $ 999,999 7.0 6.5% 3.0 3.0% $ 1,000,000 to $ $1,999,999 6.0 5.5% 3.0 3.0% $ 2,000,000 to $ $2,999,999 5.0 4.5% 3.0 3.0% $ 3,000,000 to $ $3,999,999 4.0 3.5% 2.5 2.5% $ 4,000,000 to $ $9,999,999 3.0 2.5% 2.0 2.0% $ $10,000,000 and above 2.0 1.5% 2.0 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 112,500 and dealer manager fees of $75,000. 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 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 pursuant to 1.0% of the proceeds from Shares sold by Dealer in the primary offering, based on $10.00 price per share (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 separate marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offeringfee agreement. For volume discount sales of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or 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 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 to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 8 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 Dealer earning transaction-based compensation 7.0 % 0.0 % 6.0 %* 3.0 %* Sales through all other distribution channels as discussed described in the Prospectus 0.0 % 0.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) $ 0 to $ 999,999 7.0 % 3.0 % $ 1,000,000 to $ 1,999,999 6.0 % 3.0 % $ 2,000,000 to $ 2,999,999 5.0 % 3.0 % $ 3,000,000 to $ 3,999,999 4.0 % 2.5 % $ 4,000,000 to $ 9,999,999 3.0 % 2.0 % $ 10,000,000 and above 2.0 % 2.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. 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 * Except as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow to Dealer a portion all of its dealer manager fee equal selling commissions attributable to 1.0a Dealer. Dealer Manager Fee Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.5 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 3.5 %* 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager may reallow to any Dealer up to 1% of the gross offering proceeds from attributable to that Dealer. The 3.0% commission payable on Shares sold by Dealer under the Company’s 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. Upon the terms set forth in the primary offeringProspectus, based reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be recovered on large transactions in accordance with the following table: Shares Purchased in the Transaction Commission Rate (Based on a $10.00 Price Per Share) Price Per Share to Investor 1 to 50,000 6.0 % $ 10.00 50,001 to 100,000 5.0 % $ 9.90 100,001 to 250,000 3.0 % $ 9.70 250,001 to 500,000 2.0 % $ 9.60 500,001 and up 1.0 % $ 9.50 The reduced selling price per share and selling commissions will apply to the incremental shares falling within the indicated range only. All commission rates will be calculated assuming a $10.00 price per share. Thus, for example, a purchase of 125,000 shares would result in a purchase price of $1,237,500 as shown below: • 50,000 shares at $10.00 per share (total: $500,000) and a 6.0% commission; • 50,000 shares at $9.90 per share (total: $495,000) and a 5.0% commission; and • 25,000 shares at $9.70 per share (total: $242,500) and a 3.0% commission. The Company will also reimburse the “Marketing Fee”) upon Dealer Manager for all items of underwriter compensation referenced in the terms and conditions set forth in an Appendix hereto, Prospectus to the extent the Prospectus indicates that they will be paid by the Company; provided that the Dealer Manager may adjust the amount Company’s reimbursement of the reallowance, in its sole discretion, based upon a number Dealer Manager’s reimbursement 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 $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 Dealers and non-participating broker-dealers shall not exceed in the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, may not exceed 150.5% of gross offering proceeds; and provided further that the Company’s reimbursement payments shall not cause total underwriting compensation (excluding reimbursement of bona fide due diligence expenses) to exceed 10% of gross proceeds from the Offering. The parties hereby agree that As described in the foregoing commission is not in excess Prospectus, the Dealer Manager agrees to sell up to 5% of the usual and customary distributors’ or sellers’ commission received Shares in the sale of securities similar primary offering to persons identified by the Company pursuant to the SharesCompany’s “friends and family” program. The purchase price for Shares under this program will be $9.40 per share, reflecting that Dealer’s interest selling commissions will not be payable in connection with such sales. The Dealer Manager agrees to work together with the Offering is limited Company to such commission from implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company. In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $9.40 per share, reflecting that selling commissions in the amount of $0.60 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering. For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law. Certain subscribers of the Company’s Shares may agree with their Dealer, or the Dealer Manager if such subscriber purchases Shares directly from the Dealer Manager, to have selling commissions due with respect to the purchase of their Shares paid over a period of up to five years pursuant to a deferred commission option arrangement (the “Deferred Commission Option”), as more fully described and subject to the conditions set forth under “Plan of Distribution – Deferred Commission Option” in the Company’s indemnity referred Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be required to pay a total of $9.50 per Share, rather than $10.00 per Share, with respect to which $0.10 per Share will be payable by the Company to the Dealer Manager as selling commissions due upon subscription, which amount may be reallowed to the respective Dealer by the Dealer Manager. For each of up to the next five years following such subscription, on a date or dates to be determined from time to time by the Dealer Manager, $0.10 per share on an annual basis will be paid by the Company to the Dealer Manager as deferred selling commissions with respect to the Shares sold pursuant to the Deferred Commission Option, which amounts will be deducted from and paid out of cash distributions otherwise payable to the Stockholders holding such Shares, which selling commissions may be reallowed to the respective Dealers by the Dealer Manager. As in any volume discount situation, selling commissions are reduced on any Shares issued for a volume discount. Therefore, if a subscriber agrees with his Dealer, or with the Dealer Manager if such subscriber purchases Shares directly from the Dealer Manager, to elect the Deferred Commission Option, then the Company will make adjusted deductions for the deferred commission obligations of such subscriber from cash distributions payable on the Shares issued for a volume discount. At such time, if any, that the Company’s Shares are listed for trading on a national securities exchange or on the Nasdaq National Market, or such listing is reasonably anticipated to occur at any time prior to the satisfaction of the remaining deferred commission obligations, the Company will accelerate the remaining selling commissions due under the Deferred Commission Option. The amount of the remaining selling commissions due will be deducted and paid by the Company out of cash distributions otherwise payable to such stockholders during the time period prior to any such listing of the Shares for trading on a national securities exchange or on the Nasdaq National Market; provided that, in no event may the Company withhold in excess of $0.50 per Share in the aggregate during the five-year period following subscription. The maximum amount that may be withheld will be lower when the volume discount provisions are also applicable. To the extent that cash distributions during such time period are insufficient to satisfy the remaining deferred selling commissions due, the obligation of the Company and the Company’s stockholders to make any further payments of deferred selling commissions under the Deferred Commission Option will terminate and the Dealer Manager (and Dealers if the deferred selling commissions are reallowed to them by the Dealer Manager) will not be entitled to receive any further portion of the unpaid deferred selling commissions following any such listing for trading on a national securities exchange or on the Nasdaq National Market. In addition, if a stockholder that has elected the Deferred Commission Option decides to participate in the Company’s proposed share redemption program or requests that the Company transfer such stockholder’s Shares for any reason prior to the time that the remaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the Company will accelerate the selling commissions due under the Deferred Commission Option as set forth in the Prospectus. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 8 5.3 unless or until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. Until $66.7 million (the “Pennsylvania Minimum”) has been raised in the Offering from persons not affiliated with the Company or its advisor, investments from Pennsylvania investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 5.3 unless and until the Pennsylvania Minimum has been reached, and then only with respect to such investments from Pennsylvania investors as are released to the Company from such escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. If the Pennsylvania Minimum is not obtained within the time period specified in the Prospectus, the investments from Pennsylvania investors will be returned or held for subsequent escrow periods in accordance with the Prospectus. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer; it is the sole and exclusive responsibility of the Dealer Manager Agreement and that for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company is not liable or responsible for may act as agent of the Dealer Manager by making direct payment of commissions to such commission to the DealerDealers without incurring any liability therefor.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 7.0 % 0.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) $ 0 to $ 999,999 7.0 7.0% 3.0 3.0% $ 1,000,000 to $ $1,999,999 6.0 6.0% 3.0 3.0% $ 2,000,000 to $ $2,999,999 5.0 5.0% 3.0 3.0% $ 3,000,000 to $ $3,999,999 4.0 4.0% 2.5 2.5% $ 4,000,000 to $ $9,999,999 3.0 3.0% 2.0 2.0% $ $10,000,000 and above 2.0 2.0% 2.0 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. 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 agrees to reallow to Dealer a the portion of its dealer manager fee equal to 1.0% of the proceeds from Shares sold by Dealer in the primary offering, based on $10.00 price per share (the “Marketing Fee”) upon the terms and conditions set forth in an on Appendix I 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 $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 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 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 to exceed 15% of the Company’s gross proceeds from the Offeringoffering proceeds. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 % 0.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) $ 0 to $ 999,999 7.0 % 3.0 % $ 1,000,000 to $ $1,999,999 6.0 % 3.0 % $ 2,000,000 to $ $2,999,999 5.0 % 3.0 % $ 3,000,000 to $ $3,999,999 4.0 % 2.5 % $ 4,000,000 to $ $9,999,999 3.0 % 2.0 % $ $10,000,000 and above 2.0 % 2.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. 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, based on $10.00 price per share (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 $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 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 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 referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 6.0% 0.0 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0 0.0% 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 $ 999,999 7.0 6.0% 3.0 3.5% $ 1,000,000 to $ $1,999,999 6.0 5.0% 3.0 3.5% $ 2,000,000 to $ $2,999,999 5.0 4.0% 3.0 3.5% $ 3,000,000 to $ $3,999,999 4.0 3.0% 2.5 3.0% $ 4,000,000 to $ $9,999,999 3.0 2.0% 2.0 2.5% $ $10,000,000 and above 2.0 1.0% 2.0 2.5% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 100,000 and dealer manager fees of $75,00087,500. 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 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 pursuant to 1.0% of the proceeds from Shares sold by Dealer in the primary offering, based on $10.00 price per share (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 separate marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offeringfee agreement. For volume discount sales of $3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or 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 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 to exceed 15% of the Company’s gross proceeds from the Offeringoffering proceeds. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 % 0.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) $ 0 to $ 999,999 7.0 % 3.0 % $ 1,000,000 to $ 1,999,999 6.0 % 3.0 % $ 2,000,000 to $ 2,999,999 5.0 % 3.0 % $ 3,000,000 to $ 3,999,999 4.0 % 2.5 % $ 4,000,000 to $ 9,999,999 3.0 % 2.0 % $ 10,000,000 and above 2.0 % 2.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. 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, based on $10.00 price per share (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 $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 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 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 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 referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 % 3.0 %* 0.0 % Sales through all other distribution channels as discussed in * Paid by the Prospectus 0.0 % 0.0 % Sponsor to the Dealer Manager. The preceding commission (for the Dealer distribution channel) shall be adjusted for sales of Class A Shares under the volume discount program in accordance with the following tabletable (based on the initial Primary Offering price of $10.27 per Class A Share), which may be amended and supplemented by the Prospectus: Dollar Volume Class A Shares Purchased Sales Commissions Paid by the Company (Based on $10.27 Price Per Share) Sponsor Paid Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 10.27 Price Per Share) $ 0 to $ 999,999 7.0 2.50% 3.0 3.00% $ 1,000,000 to $ $1,999,999 6.0 2.00% 3.0 2.50% $ 2,000,000 to $ $2,999,999 5.0 1.50% 3.0 2.00% $ 3,000,000 to $ $3,999,999 4.0 1.00% 2.5 1.50% $ 4,000,000 to $ $9,999,999 3.0 0.50% 2.0 1.00% $ $10,000,000 and above 2.0 0.25% 2.0 0.50% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.0010.27 for Class A Shares. For example, a purchase of 250,000 shares Class A Shares in a single transaction would result in selling commissions of $125,000 38,512.50 payable to the Dealer Manager by the Company and selling commissions of $51,350 payable to the Dealer Manager by the Sponsor. All selling commissions and dealer manager fees of $75,000. All selling commissions described below shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission and dealer manager fees 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 by the Company in full in the manner provided in Section 2 hereof, the Minimum Offering, Pennsylvania Minimum, Washington Minimum and New York Minimum, as applicable, have been achieved, the Company has accepted the subscription agreement of such subscriber and the Company has and the Sponsor have thereafter distributed the commission and dealer manager fee, as applicable, to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions and dealer manager fees payable is limited solely to the proceeds of commissions or dealer manager fees, as applicable, receivable from the Company and the Sponsor and the Dealer hereby waives any and all rights to receive payment of commissions and reallowance of dealer manager fees due until such time as the Dealer Manager is in receipt of the commission or dealer manager fee, as applicable, from the CompanyCompany and the Sponsor. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Company will pay to the Dealer Manager an annual distribution and shareholder servicing fee in connection with sales of Class T Shares in the Primary Offering, payable for four years from the date on which such Class T Share is issued for services and expenses related to the marketing, sale and distribution of such Class T Shares and for providing shareholder services, subject to the limitations set forth below. The Dealer Manager will reallow to Dealer the distribution and shareholder servicing fee with respect to the Class T Shares sold in the Primary Offering by the Dealer during the term of this Agreement as compensation for the Dealer (i) acting as broker-dealer of record with respect to such Class T Shares, and (ii) providing ongoing or regular account or portfolio maintenance for the holder of such Class T Shares, assisting with recordkeeping, assisting and processing distribution payments or providing other similar services as the holder of such Class T Shares may reasonably require in connection with such holder’s investment in Class T Shares. Notwithstanding, if the Dealer Manager is notified that the Dealer is no longer the broker-dealer of record with respect to such Class T Shares or no longer satisfies the conditions set forth in (ii) above, then the Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class T Shares shall cease, and the Dealer shall not receive the distribution and shareholder servicing fee for any portion of the month in which the Dealer is not the broker dealer of record on the last day of the month. Thereafter, such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement or similar servicing agreement with the Dealer Manager that provides for such reallowance and such broker-dealer is in compliance with the eligibility requirements set forth in such agreement. The Dealer Manager may also reallow some or all of the distribution and shareholder servicing fee to other broker-dealers who provide services with respect to the Class T Shares pursuant to a servicing agreement with the Dealer Manager to the extent such servicing agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. Notwithstanding anything to the contrary herein, the Company will cease paying the distribution and shareholder servicing fee with respect to the Class T Shares, and the Dealer Manager will cease reallowing the distribution and shareholder servicing fee to Dealer, at the earliest of (i) the date after the termination of the Primary Offering 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, calculated by the Company with the assistance of the Dealer Manager after the termination of the Primary Offering; (ii) the date on which the Company lists its common stock 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. A distribution and shareholder servicing fee will not be paid on Class A Shares or Class T Shares issued under the DRP. 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 offeringPrimary Offering, based on $10.27 price per Class A Share or $10.00 price per share Class T Share, as applicable, or for Class A Shares or Class T Shares sold by Dealer in the Primary Offering after the Company has established an estimated net asset value per share, based on the new offering price per Class A Share or Class T Share, as applicable, determined in accordance with the Prospectus (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 Shares sold by Dealer in this offeringOffering, 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 $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 basisOffering. The Dealer Manager Manager, the Sponsor or the Company 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 parties hereby agree that the foregoing commission is commissions, dealer manager fees and distribution and shareholder servicing fees are not in excess of the usual and customary distributors’ or sellers’ commission compensation received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering is limited to such commission compensation from the Dealer Manager and Dealer’s indemnity referred to in Section 8 9 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission commissions, fees or payments to the Dealer.

Selling Commissions. Distribution Channel Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 7.0 6.5% 0.0 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0 0.0% 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 $ 999,999 7.0 1,000,000 6.5% 3.0 3.0% $ 1,000,000 1,000,001 to $ 1,999,999 6.0 2,000,000 5.5% 3.0 3.0% $ 2,000,000 2,000,001 to $ 2,999,999 5.0 3,000,000 4.5% 3.0 3.0% $ 3,000,000 3,000,001 to $ 3,999,999 4.0 4,000,000 3.5% 2.5 2.5% $ 4,000,000 4,000,001 to $ 9,999,999 3.0 $10,000,000 2.0% 2.0 2.5% $ 10,000,000 $10,000,001 and above 2.0 1.0% 2.0 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 112,500 and dealer manager fees of $75,000. 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 subscriber, the Minimum Offering, the NY Minimum, the PA Minimum or the WA Minimum, as applicable, has been achieved, 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 pursuant to 1.0% of the proceeds from Shares sold by Dealer in the primary offering, based on $10.00 price per share (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 separate marketing support and bona fide conference fees incurred, each as compared to those of the other Dealers participating in this offeringfee agreement. For volume discount sales of $3,000,000 3,000,001 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 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 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 to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 8 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 Sales through a Dealer earning transaction-based compensation 7.0 % 0.0 % Sales through all other distribution channels as discussed in the Prospectus 0.0 % 0.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) $ 0 to $ 999,999 7.0 % 3.0 % $ 1,000,000 to $ $1,999,999 6.0 % 3.0 % $ 2,000,000 to $ $2,999,999 5.0 % 3.0 % $ 3,000,000 to $ $3,999,999 4.0 % 2.5 % $ 4,000,000 to $ $9,999,999 3.0 % 2.0 % $ $10,000,000 and above 2.0 % 2.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. 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 1.00.75% of the gross offering proceeds received from Shares sold by Dealer in the primary offering, based on $10.00 price per share 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 $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 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 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 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 referred to in Section 8 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.