Common use of Dealers’ Commissions Clause in Contracts

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s selling commission applicable to the Shares sold by Dealer in the primary offering which it is authorized to sell hereunder is 3.0% of the gross proceeds of the Shares sold by it in the primary offering and accepted and confirmed by the Company, which commissions will be payable by the Dealer Manager. In addition, as compensation for continuing to service stockholders in accordance with Dealer’s internal policies and procedures, the Dealer will be paid a quarterly stockholder servicing fee in the aggregate amount of up to 4.0% of the gross proceeds of the Shares sold by it in the primary offering and accepted and confirmed by the Company, which stockholder servicing fee will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per Share (or, once reported by the Company, the amount of the Company’s estimated net asset value per share) of Shares sold, excluding Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to Shares sold in the Offering at the earliest of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares in the primary portion of the Offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the distribution reinvestment plan offering) terminates; (iii) the date that such Share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger of the Company, listing of the Shares on a national securities exchange, or an extraordinary transaction by the Company. The stockholder servicing fee relates to the share or shares sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the Shares; provided, however, that the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement with the Dealer Manager or if such Dealer’s previously executed Participating Dealer Agreement with the Dealer Manager is terminated pursuant to the provisions of Article XVI of this Participating Dealer Agreement; and provided further, that with respect to any individual investment, the Dealer Manager will not re-allow the related stockholder servicing fee to a Dealer if such Dealer ceases to hold the account related to such investment. No selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, Shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions 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, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, re-allow all or a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. 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 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. The provisions of this Article V as they pertain to the stockholder servicing fee, if applicable, shall survive termination of the Dealer Manager Agreement only if such termination of the Dealer Manager Agreement is the result of a termination of the Offering.

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s selling commission applicable to the total public offering price of Shares sold by Dealer in the primary offering which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it in the primary offering and accepted and confirmed by the Company, which commissions commission will be payable paid by the Dealer Manager; provided, however, that there shall be no selling commissions for sales of Shares under the Company’s distribution reinvestment plan. No selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. In addition, as compensation for continuing to service stockholders in accordance with Dealer’s internal policies and procedures, the Dealer will be paid a quarterly monthly distribution and stockholder servicing fee in the aggregate amount of up to 4.0% of the gross proceeds of the Shares sold by it in the primary offering and accepted and confirmed by the Company, which stockholder servicing fee that will accrue be calculated on a daily basis in an amount equal to 1/365th of 1.0% of the purchase price per Share share (or, once reported by the Company, the amount of the Company’s estimated net asset value NAV per share) of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Company Dealer will cease paying no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in the Offering at the earliest of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares in the primary portion of the Offering (i.e.Shares, excluding proceeds from sales Shares sold pursuant to the distribution reinvestment plan); (ii) the end of the month in which the transfer agent, on behalf of the Company, determines that total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T shares held in such account; (iii) the date such Class T share is no longer outstanding; (iv) the fourth anniversary of the last day of the fiscal quarter month in which the Offering (excluding the offering of shares pursuant to the Company’s distribution reinvestment plan offeringplan) terminates; and (iiiv) the date that such Share is redeemed or is no longer outstanding; and (iv) the occurrence of Company effects a merger of the Company, listing of the Shares on a national securities exchange, or an extraordinary transaction by the Companyliquidity event. The distribution and stockholder servicing fee relates to the share or shares sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the will not receive a distribution and stockholder servicing fee for services that such Dealers perform in connection with the Shares; provided, however, that the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Selected Dealer Agreement with the Dealer Manager or if such Dealer’s previously executed Participating Selected Dealer Agreement with the Dealer Manager is terminated pursuant to the provisions of Article XVI XI of this Participating Selected Dealer Agreement; and provided further, that with respect to any individual investment, the Dealer Manager will not re-allow the related receive a distribution and stockholder servicing fee to a Dealer if such Dealer ceases to hold the account related to such investment. No selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, Shares a “sale of Shares” shall be deemed to be “sold” if occur if, and only if if, a transaction has closed with a subscriber for Shares securities purchaser pursuant to all applicable offering and subscription documents, and the Company has accepted thereafter distributed the subscription agreement of commission to the Dealer Manager in connection with such subscriber, and such Shares have been fully paid fortransaction. 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, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, re-allow all or a portion reallow out of its dealer manager fee to Dealers a marketing fee and its due diligence expense reimbursement portion of the dealer manager fee, based on such factors as the number of Shares sold by such participating Dealer, the assistance of such Dealer in marketing the offering of Shares, and bona fide conference fees incurred. Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer unless or until the gross proceeds of the Shares as marketing feessold are disbursed to the Company pursuant to Section 3(a)(i) of the Escrow Agreement. Until the Minimum Offering is obtained, reimbursement investments will be promptly held in escrow and, if the Minimum Offering is not obtained, investments will be returned to the investors in accordance with the Prospectus. In addition, Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of costs the Shares to Pennsylvania residents unless or until the gross proceeds of such sales are disbursed to the Company pursuant to Section 3(a)(ii) of the Escrow Agreement. Until the Pennsylvania Minimum Offering is obtained, investments from Pennsylvania residents will be held in escrow and, if the Pennsylvania Minimum Offering is not obtained, Pennsylvania residents may request a return of their funds in accordance with the Prospectus. Similarly, Dealer acknowledges and expenses agrees that no commissions, payments or amount whatsoever will be paid to the Dealer with respect to sales of attending educational conferences the Shares to residents of any other state that has imposed a State-Required Minimum Offering unless or until the gross proceeds of such sales are disbursed to defray other distributionthe Company pursuant to the Escrow Agreement. Until the applicable State-related expensesRequired Minimum Offering is obtained, investments from residents of that state will be held in escrow and, if the applicable State-Required Minimum Offering is not obtained prior to the termination of the Offering, the investments from residents of that state will be promptly returned to them in accordance with the Escrow Agreement. 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 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. The , and that Dealer’s interest in the offering is limited to such commission from the Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses. The provisions of this Article V as they pertain Dealer’s indemnity rights referred to the stockholder servicing fee, if applicable, shall survive termination in Section 4 of the Dealer Manager Agreement Agreement. Dealer acknowledges that the Company may reimburse its advisor for underwriting expenses not covered by the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer Manager Agreement, but only if to the extent that the total of such termination reimbursements for underwriting expenses and the selling commissions, dealer manager fee and distribution and stockholder servicing fee set forth in Section 3.3 of the Dealer Manager Agreement is the result of a termination no more than 10.0% of the gross offering proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. In no event will total underwriting compensation exceed 10.0% of the gross proceeds of the Shares sold in the Offering, excluding proceeds from the distribution reinvestment plan. Dealer acknowledges that the Dealer Manager intends to pay transaction-based compensation to the Dealer Manager’s wholesalers in connection with sales of Shares, and that such transaction-based compensation may, and likely will, be different from the amount of transaction-based compensation the Dealer Manager will pay its wholesalers in connection with sales of securities offered by other real estate investment programs sponsored by Xxxx Capital. Such compensation may provide a disproportionate incentive for the Dealer Manager’s wholesalers to recommend that Dealer distribute the Shares in addition to or in lieu of securities offered by other real estate investment programs sponsored by Xxxx Capital, or to recommend that Dealer distribute securities offered by other real estate investment programs sponsored by Xxxx Capital in addition to or in lieu of the Shares.