Common use of COMPENSATION OF DEALER MANAGER Clause in Contracts

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "Plan of Distribution" section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support fee of 2.5% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse the Dealer Manager for the bona fide due diligence expenses it incurs as well as such expenses incurred by the Dealers in the aggregate amount of up to 0.5% of the gross offering proceeds from the primary offering. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees or due diligence reimbursements will be paid, and the per Share cash price shall be reduced to $9.00, in connection with Shares sold to executive officers and directors of the Company, as well as officers and employees of the Advisor and its affiliates. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bank. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale of Shares in the Offering (the "MINIMUM OFFERING"). Until the Minimum Offering is obtained, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support dealer manager fee of 2.53.0% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse ; provided however, that the Company, the Dealer Manager for the bona fide due diligence expenses it incurs and/or a Dealer may agree to reduce or eliminate selling commissions and/or dealer manager fees, as well as such expenses incurred by the Dealers in the aggregate amount of up applicable, generally or with respect to 0.5% of the gross offering proceeds from the primary offeringa particular investment to accommodate a prospective investor or a Dealer. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, or (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees Selling commissions or due diligence reimbursements dealer manager fee will be paidreduced, and the per Share cash price shall be reduced adjusted accordingly to no lower than $9.00, in connection with Shares sold where the Dealer Manager and/or a participating Dealer agree to executive officers and directors of the Companyreduce or eliminate selling commissions and/or dealer manager fees, as well as officers and employees of the Advisor and its affiliatesapplicable, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions, marketing support dealer manager fees or due diligence expense reimbursement other organizational and offering expenses will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bank. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale of Shares in the Offering (the "MINIMUM OFFERING"). Until the Minimum Offering is obtained, investments will be held in escrow. 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 ProspectusDRIP. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "Plan of Distribution" section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support fee of 2.5% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse the Dealer Manager for the bona fide due diligence expenses it incurs as well as such expenses incurred by the Dealers in the aggregate amount of up to 0.5% of the gross offering proceeds from the primary offering. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees or due diligence reimbursements will be paid, and the per Share cash price shall be reduced to $9.00, in connection with Shares sold to executive officers and directors of the Company, as well as officers and employees of the Advisor and its affiliates. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ ------------------------------- --------------- --------------- 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bank. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale of Shares in the Offering (the "MINIMUM OFFERING"). Until the Minimum Offering is obtained, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support dealer manager fee of 2.52.75% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse ; provided however, that the Company, the Dealer Manager for the bona fide due diligence expenses it incurs and/or a Dealer may agree to reduce or eliminate selling commissions and/or dealer manager fees, as well as such expenses incurred by the Dealers in the aggregate amount of up applicable, generally or with respect to 0.5% of the gross offering proceeds from the primary offeringa particular investment to accommodate a prospective investor or a Dealer. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees Selling commissions or due diligence reimbursements dealer manager fee will be paidreduced, and the per Share cash price shall be reduced adjusted accordingly to no lower than $9.009.34, in connection with Shares sold where the Dealer Manager and/or a participating Dealer agree to executive officers and directors of the Companyreduce or eliminate selling commissions and/or dealer manager fees, as well as officers and employees of the Advisor and its affiliatesapplicable, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions, marketing support dealer manager fees or due diligence expense reimbursement other organizational and offering expenses will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bankDRIP. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale gross proceeds of the Shares in sold are disbursed to the Offering Company pursuant to Section 3 of the Escrow Agreement (the "MINIMUM OFFERING"“ Minimum Offering ”). Until the Minimum Offering is obtainedreached, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. In accordance with FINRA Rule 5110(f)(2)(D), no compensation payments will be made by the Company to the Dealer Manager or any other member, or their respective associated persons, if the offering of securities is not completed according to the terms of this Agreement, other than reimbursement of reasonable out-of-pocket accountable expenses actually incurred by the Dealer Manager or other member, or their respective associated persons, under normal circumstances.

COMPENSATION OF DEALER MANAGER. 5.1 5.1. Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support dealer manager fee of 2.53.0% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse ; provided however, that the Company, the Dealer Manager for the bona fide due diligence expenses it incurs and/or a Dealer may agree to reduce or eliminate selling commissions and/or dealer manager fees, as well as such expenses incurred by the Dealers in the aggregate amount of up applicable, generally or with respect to 0.5% of the gross offering proceeds from the primary offeringa particular investment to accommodate a prospective investor or a Dealer. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, or (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees Selling commissions or due diligence reimbursements dealer manager fee will be paidreduced, and the per Share cash price shall be reduced adjusted accordingly to no lower than $9.00, in connection with Shares sold where the Dealer Manager and/or a participating Dealer agree to executive officers and directors of the Companyreduce or eliminate selling commissions and/or dealer manager fees, as well as officers and employees of the Advisor and its affiliatesapplicable, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions, marketing support dealer manager fees or due diligence expense reimbursement other organizational and offering expenses will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bankDRIP. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale gross proceeds of the Shares in sold are disbursed to the Offering Company pursuant to paragraph 3 of the escrow agreement (the "MINIMUM OFFERING"“Escrow Agreement”) between the Company and CommerceWest Bank, N.A., as escrow agent (the “Minimum Offering”). Until the Minimum Offering is obtainedreached, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. In accordance with FINRA Rule 5110(f)(2)(D), no compensation payments will be made by the Company to the Dealer Manager or any other member, or their respective associated persons, if the offering of securities is not completed according to the terms of this Agreement, other than reimbursement of reasonable out-of-pocket accountable expenses actually incurred by the Dealer Manager or other member, or their respective associated persons, under normal circumstances.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support dealer manager fee of 2.53.0% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse ; provided however, that the Company, the Dealer Manager for the bona fide due diligence expenses it incurs and/or a Dealer may agree to reduce or eliminate selling commissions and/or dealer manager fees, as well as such expenses incurred by the Dealers in the aggregate amount of up applicable, generally or with respect to 0.5% of the gross offering proceeds from the primary offeringa particular investment to accommodate a prospective investor or a Dealer. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, or (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees Selling commissions or due diligence reimbursements dealer manager fee will be paidreduced, and the per Share cash price shall be reduced adjusted accordingly to no lower than $9.00, in connection with Shares sold where the Dealer Manager and/or a participating Dealer agree to executive officers and directors of the Companyreduce or eliminate selling commissions and/or dealer manager fees, as well as officers and employees of the Advisor and its affiliatesapplicable, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions, marketing support dealer manager fees or due diligence expense reimbursement other organizational and offering expenses will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bankDRIP. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale gross proceeds of the Shares in sold are disbursed to the Offering Company pursuant to Section ___of the Escrow Agreement (the "MINIMUM OFFERING"“Minimum Offering”). Until the Minimum Offering is obtainedreached, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support fee of 2.5% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse the Dealer Manager for the bona fide due diligence expenses it incurs as well as such expenses incurred by the Dealers in the aggregate amount of up to 0.5% of the gross offering proceeds from the primary offering, taking into account prior reimbursements of due diligence expenses to GES. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, commissions or marketing support fees or due diligence reimbursements will be paid, and the per Share cash price shall be reduced to $9.009.05, in connection with Shares sold to executive officers and directors of the Company, as well as officers and employees of the Advisor and its affiliates. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ Shares purchased by a purchaser Commission Rate Price per share 1 - — 50,000 7.007.00 % $ 10.00 50,001 - — 100,000 6.006.00 % $ 9.90 100,001 - — 200,000 5.005.00 % $ 9.80 200,001 - — 500,000 4.004.00 % $ 9.70 500,001 - — 750,000 3.003.00 % $ 9.60 750,001 - — 1,000,000 2.002.00 % $ 9.50 1,000,001 - — and up 1.001.00 % $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "“purchaser" ” includes: - • an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - • a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - • an employees' ’ trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - • all commingled trust funds maintained by a given bank. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale of Shares in the Offering (the "MINIMUM OFFERING"). Until the Minimum Offering is obtained, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support dealer manager fee of 2.52.75% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse ; provided however, that the Company, the Dealer Manager for the bona fide due diligence expenses it incurs and/or a Dealer may agree to reduce or eliminate selling commissions and/or dealer manager fees, as well as such expenses incurred by the Dealers in the aggregate amount of up applicable, generally or with respect to 0.5% of the gross offering proceeds from the primary offeringa particular investment to accommodate a prospective investor or a Dealer. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, or (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees Selling commissions or due diligence reimbursements dealer manager fee will be paidreduced, and the per Share cash price shall be reduced adjusted accordingly to no lower than $9.009.36, in connection with Shares sold where the Dealer Manager and/or a participating Dealer agree to executive officers and directors of the Companyreduce or eliminate selling commissions and/or dealer manager fees, as well as officers and employees of the Advisor and its affiliatesapplicable, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions, marketing support dealer manager fees or due diligence expense reimbursement other organizational and offering expenses will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bankDRIP. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale gross proceeds of the Shares in sold are disbursed to the Offering Company pursuant to Section 3 of the Escrow Agreement (the "MINIMUM OFFERING"“Minimum Offering”). Until the Minimum Offering is obtainedreached, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. In accordance with FINRA Rule 5110(f)(2)(D), no compensation payments will be made by the Company to the Dealer Manager or any other member, or their respective associated persons, if the offering of securities is not completed according to the terms of this Agreement, other than reimbursement of reasonable out-of-pocket accountable expenses actually incurred by the Dealer Manager or other member, or their respective associated persons, under normal circumstances.

COMPENSATION OF DEALER MANAGER. 5.1 Except as may be provided in the "“Plan of Distribution" ” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a selling commission equal to 7.0% of the $10.00 per Share cash price for Shares sold in the primary offering plus a marketing support dealer manager fee of 2.53.0% of the $10.00 per Share cash price for Shares sold in the primary offering. The Company will also reimburse ; provided however, that the Company, the Dealer Manager for the bona fide due diligence expenses it incurs and/or a Dealer may agree to reduce or eliminate selling commissions and/or dealer manager fees, as well as such expenses incurred by the Dealers in the aggregate amount of up applicable, generally or with respect to 0.5% of the gross offering proceeds from the primary offeringa particular investment to accommodate a prospective investor or a Dealer. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor adviser or other financial advisor, paid on a fee-for-service or assets under management basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of participating Dealers, (ii) participating Dealers in their individual capacities, or (iii) IRAs and qualified plans of their registered representatives or (iv) any one of their registered representatives in their individual capacities. No selling commissions, marketing support fees Selling commissions or due diligence reimbursements dealer manager fee will be paidreduced, and the per Share cash price shall be reduced adjusted accordingly to no lower than $9.00, in connection with Shares sold where the Dealer Manager and/or a participating Dealer agree to executive officers and directors of the Companyreduce or eliminate selling commissions and/or dealer manager fees, as well as officers and employees of the Advisor and its affiliatesapplicable, generally or with respect to a particular investment to accommodate a prospective investor or participating Dealer. No selling commissions, marketing support dealer manager fees or due diligence expense reimbursement other organizational and offering expenses will be paid in connection with Shares sold under the DRP. Reduced selling commissions will be paid to the Dealer Manager and reduced per share selling prices shall be offered for large purchases in the primary offering in accordance with the following table: SHARES PURCHASED BY A PURCHASER COMMISSION RATE PRICE PER SHARE ------------------------------------ -------------------- ------------------ 1 - 50,000 7.00% $ 10.00 50,001 - 100,000 6.00% $ 9.90 100,001 - 200,000 5.00% $ 9.80 200,001 - 500,000 4.00% $ 9.70 500,001 - 750,000 3.00% $ 9.60 750,001 - 1,000,000 2.00% $ 9.50 1,000,001 - and up 1.00% $ 9.40 The discounts noted in the above table will be applied on a transaction-by-transaction basis and in a progressive fashion. All commissions will be paid based on a $10.00 per share issue price without regarding to any discounts based on volume. By way of example, an investment transaction of $1,250,000 would pay 7.00% commission on the first $500,000 (or $35,000), which would purchase 50,000 shares, and then 6.00% on the next $495,000 (or $30,000), which would purchase 50,000 shares, and then 5.00% on the amount remaining $255,000 (or $12,750), which would purchase 26,020 shares ($255,000 divided by $9.80 per share). For the purposes of such volume discounts, the term "purchaser" includes: - an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts; - a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not; - an employees' trust, pension, profit sharing or other employee benefit plan qualified under the federal income tax laws; and - all commingled trust funds maintained by a given bankDRIP. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 5.1 unless or until $2,000,000 has been raised from the sale gross proceeds of the Shares in sold are disbursed to the Offering Company pursuant to paragraph 3 of the Escrow Agreement (the "MINIMUM OFFERING"“Minimum Offering”). Until the Minimum Offering is obtainedreached, investments will be held in escrow. 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. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers.