Common use of Participating Dealer’s Compensation Clause in Contracts

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.06.5% of the gross proceeds of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.06.0% of the gross proceeds of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for reasonable bona fide due diligence expenses incurred by such Participating Dealers. The Company shall only reimburse Participating Dealers for bona fide due diligence expenses to the extent such expenses are supported by a detailed and itemized invoice to the Company. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of from the Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the dealer manager fee described in the Prospectus (the “Dealer Manager Fee Fee”) to Participating Dealer as marketing fees or to defray other distribution-related expenses, which . Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that the Participating Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Dealer will not be entitled to receive Dealer Manager Fees which would cause the aggregate amount of selling commissions, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Dealers to exceed 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering. Such The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Dealer shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) that no selling commissions or Dealer Manager Fee Fees will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission is selling commissions and Dealer Manager Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission selling commissions and Dealer Manager Fees from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII hereinbelow, and that the Company is not liable or responsible for the direct payment of such commission selling commissions and Dealer Manager Fees to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may will reimburse the Participating Dealers up to 0.5% of gross proceeds Dealer for the Primary Shares for reasonable bona fide due diligence expenses incurred by such Participating DealersDealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the deposit of the Subscription Payment in the authorized account of the Company has thereafter distributed the commission to the Dealer Manager in connection with such transactionthe sale of the minimum number of Offered Shares as set forth on the cover page of the Prospectus. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its properties. gross proceeds raised from the sale of the Offered Shares Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the gross commission payments from the Company.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer ManagerCompany. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Sharesdocuments. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager Company and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers may be reimbursed up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating DealersDealers upon presentation of an itemized and detailed invoice. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. (a) Subject to volume discounts and other any special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, which Participating Dealer is responsible for implementing, Participating Dealer’s upfront selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which that it is authorized to sell hereunder is 7.0(i) up to 6.0% of the gross proceeds purchase price of the Class A Shares in the Primary Shares sold by it Offering (the “Class A Selling Commissions”); and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect (ii) up to 3.0% of the purchase price of any DRIP the Class T Shares in the Primary Offering (the “Class T Selling Commissions” and together with the Class A Selling Commissions and Class T Selling Commissions, the “Selling Commissions”). The Class A Selling Commissions and the Class T Selling Commissions to which Participating Dealer is entitled are set forth in Schedule 1 attached hereto. A Participating Dealer may elect to be paid the Class A Selling Commissions at the time of sale, over time (a “Trailing Commission”) or a combination of both, as agreed between the Dealer Manager and the Participating Dealer and as set forth on Schedule 1 hereto. In no event will the Class A Selling Commissions paid exceed 6.0% of the purchase price of the Class A Shares or the Class T Selling Commissions paid exceed 3.0% of the purchase price of the Class T Shares. The Dealer Manager will have no obligation to pay the Trailing Commission if the applicable Primary Shares are no longer outstanding or total underwriting compensation would exceed 10.0% of gross offering proceeds from the sale of Primary Shares. For these purposes, a “sale of Primary Shares” shall occur if if, and only if if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission Selling Commissions to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions Selling Commissions due until such time as the Dealer Manager is in receipt of the commission Selling Commissions from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions Selling Commissions payable to Participating Dealer is limited solely to the commissions Selling Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of from the Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No The Participating Dealer may elect to receive the trailing selling commissions will be paid in respect commission over time equal to up to 7.0% of the purchase gross proceeds from the sale of any DRIP shares by the Participating Dealer in a transaction. Accordingly, in the case of such an election, the Participating Dealer may elect to receive a trailing selling commission equal to an up-front selling commission of 2.0% of gross proceeds from the Primary Shares sold, with the remaining 5.0% paid ratably (1.0% per year) on each of the first five anniversaries of the closing of the sale of such Primary Shares. The Dealer Manager and Participating Dealer may agree to different payment schedules as set forth on Schedule 1 to this Agreement; provided the aggregate selling commission paid will not exceed 7.0%. The Dealer Manager will have no obligation to pay the trailing selling commission if the applicable Primary Shares are no longer outstanding or total underwriting compensation would exceed 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Class A Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Class A Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No With respect to the sale of Class T Offered Shares, Participating Dealer shall be entitled to the selling commissions will and other fees described in the Prospectus and as reflected on Schedule 2 hereto, which schedule shall be paid in respect of added by amendment to this Agreement at such time as the purchase of any DRIP Company is authorized by Commission Rule to offer and sell the Class T Offered Shares. For these purposes, a “sale of Primary Class A Offered Shares” or “sale of Class T Offered Shares,” as applicable, shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the Company has thereafter distributed deposit of the commission to Subscription Payment in the Dealer Manager in connection with such transactionauthorized account of the Company. Participating Dealer hereby waives any and all rights to receive payment of commissions or fees due until such time as the Dealer Manager is in receipt of the commission or fee from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions and fees payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company and fees receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee and other fees to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission underwriting compensation is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission compensation from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission compensation to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager Triton Pacific Investment Corporation, Inc. Dealer Manager Agreement may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its propertiesgross proceeds raised from the sale of the Offered Shares. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling compensation commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the applicable gross compensation payments from the Company.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.03.0% of the gross proceeds of Primary Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the Company has thereafter distributed deposit of the commission to Subscription Payment in the Dealer Manager in connection with such transactionauthorized account of the Company. Participating Dealer hereby waives any and all rights to receive payment of commissions or fees due until such time as the Dealer Manager is in receipt of the commission or fee from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions and fees payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company and fees receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee and other fees to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission underwriting compensation is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission compensation from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission compensation to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its propertiesgross proceeds raised from the sale of the Offered Shares. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. TP Flexible Income Fund, Inc. Dealer Manager Agreement Payments of selling compensation commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the applicable gross compensation payments from the Company.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the deposit of the Subscription Payment in the authorized account of the Company has thereafter distributed the commission to the Dealer Manager in connection with such transactionthe sale of the minimum offering as set forth on the cover page of the Prospectus. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager Triton Pacific Investment Corporation, Inc. Dealer Manager Agreement may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its properties. gross proceeds raised from the sale of the Offered Shares Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the gross commission payments from the Company.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is up to 7.0% of the gross proceeds of from the Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the dealer manager fee described in the Prospectus (the “Dealer Manager Fee Fee”) to Participating Dealer as marketing fees or to defray other distribution-related expenses, which . Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurredOffering, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that the Participating Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Dealer will not be entitled to receive Dealer Manager Fees which would cause the aggregate amount of selling commissions, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable rules of FINRA (“FINRA Rules”) received by the Dealer Manager and all Participating Dealers to exceed 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering. Such The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Dealer shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) that no selling commissions or Dealer Manager Fee Fees will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission is selling commissions and Dealer Manager Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission selling commissions and Dealer Manager Fees from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions and Dealer Manager Fees to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may will reimburse the Participating Dealers up to 0.5% of gross proceeds Dealer for the Primary Shares for reasonable bona fide due diligence expenses incurred by such Participating DealersDealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0up to 6.0% of the gross proceeds of Primary Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the Company has thereafter distributed deposit of the commission to Subscription Payment in the Dealer Manager in connection with such transactionauthorized account of the Company. Participating Dealer hereby waives any and all rights to receive payment of commissions or fees due until such time as the Dealer Manager is in receipt of the commission or fee from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions and fees payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company and fees receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee and other fees to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. In addition to the selling commissions, the Adviser may pay the Dealer Manager an additional fee (the “Additional Selling Commissions”). Except as described in the Prospectus, the Additional Selling Commissions applicable to the Offered Shares sold by Participating Dealer is as provided in Schedule 1. The Dealer Manager may reallow all or a portion of such amounts to Participating Dealer in its sole discretion as an ongoing marketing support fee as set forth in Schedule 1, provided that Participating Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. The Additional Selling Commissions will be paid by the Dealer Manager or its affiliate and will not be paid by investors. The Dealer Manager will cease making Additional Selling Commissions payments to Participating Dealer with respect to each share of Common Stock sold by Participating Dealer pursuant to this Agreement upon the earliest to occur of the following: (i) the date when the aggregate underwriting compensation would exceed that permitted under FINRA Rule 2310 over the life of the Offering, which equals 10% of the gross offering proceeds from the sale of Common Stock in the Offering; (ii) the date of a liquidity event; (iii) the date when aggregate Selling Commissions and Additional Selling Commissions paid to Participating Broker-Dealer equals 8% of the aggregate amount of investments made in the Company through the Participating Broker- Dealer; (iv) the date that such share is redeemed or is no longer outstanding; or (v) the date when the Adviser no longer serves as the Company’s investment adviser. See Schedule 1 for further details regarding the selling commissions and Additional Selling Commissions. Participating Dealer hereby waives any and all rights to receive payment of any commissions, including Additional Selling Commissions, due until such time as the Dealer Manager is in receipt of such commissions or Additional Selling Commissions from the Company or the Adviser, as applicable. Participating Dealer affirms that the Dealer Manager’s liability for commissions, including Additional Selling Commissions, is limited solely to the proceeds received associated therewith. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission underwriting compensation is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission compensation from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission compensation to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its propertiesgross proceeds raised from the sale of the Offered Shares. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling compensation commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the applicable gross compensation payments from the Company. Payments of any Additional Selling Commissions will be made by the Dealer Manager to Participating Dealer within thirty (30) days of the receipt by the Dealer Manager of the gross Additional Selling Commission from the Adviser.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.02.5% of the gross proceeds total price per share of each Primary Shares Share sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP SharesDistributor. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager Distributor in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager Distributor is in receipt of the commission from the Company. Participating Dealer affirms that the Dealer ManagerDistributor’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager Distributor from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager Distributor, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee distribution fee described in the Prospectus (the “Distribution Fee”) to Participating Dealer as marketing fees or to defray other distribution-related expenses, which . Such reallowance, if any, shall be determined by the Dealer Manager Distributor in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that the Participating Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Dealer will not be entitled to receive Distribution Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Distributor and all Participating Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering. Such The Distributor’s reallowance of Distribution Fees to Participating Dealer shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) that no selling commissions or Dealer Manager Fee Distribution Fees will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission is selling commissions and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission selling commissions and Distribution Fees from the Dealer Manager Distributor and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII hereinbelow, and that the Company is not liable or responsible for the direct payment of such commission selling commissions and Distribution Fees to Participating Dealer. In addition, as set forth in the Prospectus, the Distributor will reimburse Participating Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for reasonable bona fide due diligence expenses incurred by such Participating DealersDealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. (a) Subject to volume discounts and other any special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, which Participating Dealer is responsible for implementing, Participating Dealer’s upfront selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which that it is authorized to sell hereunder is 7.0(i) up to 6.0% of the gross proceeds purchase price of the Class A Shares in the Primary Shares sold by it Offering (the “Class A Selling Commissions”); and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect (ii) up to 3.0% of the purchase price of any DRIP the Class T Shares in the Primary Offering (the “Class T Selling Commissions” and together with the Class A Selling Commissions and Class T Selling Commissions, the “Selling Commissions”). The Class A Selling Commissions and the Class T Selling Commissions to which Participating Dealer is entitled are set forth in Schedule 1 attached hereto. A Participating Dealer may elect to be paid the Class A Selling Commissions at the time of sale, over time (a “Trailing Commission”) or a combination of both, as agreed between the Dealer Manager and the Participating Dealer and as set forth on Schedule 1 hereto. In no event will the Class A Selling Commissions paid exceed 6.0% of the purchase price of the Class A Shares or the Class T Selling Commissions paid exceed 3.0% of the purchase price of the Class T Shares. [The Dealer Manager will have no obligation to pay the Trailing Commission if the applicable Primary Shares are no longer outstanding or total underwriting compensation would exceed 10.0% of gross offering proceeds from the sale of Primary Shares.] For these purposes, a “sale of Primary Shares” shall occur if if, and only if if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission Selling Commissions to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions Selling Commissions due until such time as the Dealer Manager is in receipt of the commission Selling Commissions from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions Selling Commissions payable to Participating Dealer is limited solely to the commissions Selling Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Class A Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Class A Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No With respect to the sale of Class T Offered Shares, Participating Dealer shall be entitled to the selling commissions will and other fees described in the Prospectus and as reflected on Schedule 2 hereto, which schedule shall be paid in respect of added by amendment to this Agreement at such time as the purchase of any DRIP Company is authorized by Commission Rule to offer and sell the Class T Offered Shares. For these purposes, a “sale of Primary Class A Offered Shares” or “sale of Class T Offered Shares,” as applicable, shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the Company has thereafter distributed deposit of the commission to Subscription Payment in the Dealer Manager in connection with such transactionauthorized account of the Company. Participating Dealer hereby waives any and all rights to receive payment of commissions or fees due until such time as the Dealer Manager is in receipt of the commission or fee from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions and fees payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company and fees receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee and other fees to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission underwriting compensation is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission compensation from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission compensation to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager Triton Pacific Investment Corporation, Inc. may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its propertiesgross proceeds raised from the sale of the Offered Shares. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling compensation commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the applicable gross compensation payments from the Company.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.02.5% of the gross proceeds NAV per share amount of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP SharesDistributor. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager Distributor in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager Distributor is in receipt of the commission from the Company. Participating Dealer affirms that the Dealer ManagerDistributor’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager Distributor from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager Distributor, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee distribution fee described in the Prospectus (the “Distribution Fee”) to Participating Dealer as marketing fees or to defray other distribution-related expenses, which . Such reallowance, if any, shall be determined by the Dealer Manager Distributor in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that the Participating Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Dealer will not be entitled to receive Distribution Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Distributor and all Participating Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering. Such The Distributor’s reallowance of Distribution Fees to Participating Dealer shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) that no selling commissions or Dealer Manager Fee Distribution Fees will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission is selling commissions and Distribution Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission selling commissions and Distribution Fees from the Dealer Manager Distributor and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII hereinbelow, and that the Company is not liable or responsible for the direct payment of such commission selling commissions and Distribution Fees to Participating Dealer. In addition, as set forth in the Prospectus, the Distributor will reimburse Participating Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for of the Primary Shares sold by Participating Dealer for reasonable bona fide due diligence expenses incurred by such Participating DealersDealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the ProspectusProspectus which Participating Dealer is responsible for implementing, Participating Dealer’s selling commission (the “Selling Commission”) applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is (i) up to 7.0% of the gross proceeds from the sale of Class A Shares in the Primary Offering; (ii) up to 3.0% of the gross proceeds from the sale of Class T Shares in the Primary Offering; and (iii) for sales of Class D Shares of $5,000,000 or more in the Primary Offering, up to 3.0% of the gross proceeds from the sale of Class D Shares in the Primary Offering. The Selling Commission to which Participating Dealer is entitled with respect to Class A Shares and Class D Shares sold in the Primary Offering are set forth in Schedule I attached hereto. A Participating Dealer may elect to be paid the Selling Commission with respect to Class A Shares at the time of sale, over time (a “Trailing Commission”) or a combination of both as agreed between the Dealer Manager and the Participating Dealer and as set forth on Schedule I hereto. In no event will Selling Commission paid exceed 7.0% of the gross proceeds from the sale of Class A Shares, or 3% of the gross proceeds from the sale of Class D or Class T Shares. The Dealer Manager will have no obligation to pay the Trailing Commission if the applicable Primary Shares are no longer outstanding or total underwriting compensation would exceed 10.0% of gross offering proceeds from the sale of Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if if, and only if if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission Selling Commission to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions Selling Commissions due until such time as the Dealer Manager is in receipt of the commission Selling Commission from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions Selling Commissions payable to Participating Dealer is limited solely to the commissions Selling Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager in its sole discretion may reallow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of from the Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the dealer manager fee, or 1.00%, described in the Prospectus (the “Dealer Manager Fee Fee”) to Participating Dealer as marketing fees or to defray other distribution-related expenses, which . Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurredOffering, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that the Participating Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Dealer will not be entitled to receive Dealer Manager Fees which would cause the aggregate amount of selling commissions, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Dealers to exceed 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering. Such The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Dealer shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) that no selling commissions or Dealer Manager Fee Fees will be paid in respect of the sale of any DRIP Shares; and (ii) no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission is selling commissions and Dealer Manager Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Dealer’s interest in the offering is limited to such commission selling commissions and Dealer Manager Fees from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 of the Dealer Manager AgreementXII herein below, and that the Company is not liable or responsible for the direct payment of such commission selling commissions and Dealer Manager Fees to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may will reimburse the Participating Dealers up to 0.5% of gross proceeds Dealer for the Primary Shares for reasonable bona fide due diligence expenses incurred by such Participating DealersDealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0up to 3.0% of the gross proceeds of Primary Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the Company has thereafter distributed deposit of the commission to Subscription Payment in the Dealer Manager in connection with such transactionauthorized account of the Company. Participating Dealer hereby waives any and all rights to receive payment of commissions or fees due until such time as the Dealer Manager is in receipt of the commission or fee from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions and fees payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company and fees receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow a portion of the Dealer Manager Fee and other fees to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. In addition to the selling commissions, the Adviser may pay the Dealer Manager an additional fee (the “Additional Selling Commissions”). Except as described in the Prospectus, the Additional Selling Commissions applicable to the Offered Shares sold by Participating Dealer is as provided in Schedule 1. The Dealer Manager may reallow all or a portion of such amounts to Participating Dealer in its sole discretion as an ongoing marketing support fee as set forth in Schedule 1, provided that Participating Dealer has agreed to provide marketing and due diligence services as set forth in Schedule 1. The Additional Selling Commissions will be paid by the Dealer Manager or its affiliate and will not be paid by investors. The Dealer Manager will cease making Additional Selling Commissions payments to Participating Dealer with respect to each share of Common Stock sold by Participating Dealer pursuant to this Agreement upon the earliest to occur of the following: (i) the date when the aggregate underwriting compensation would exceed that permitted under FINRA Rule 2310 over the life of the Offering, which equals 10% of the gross offering proceeds from the sale of Common Stock in the Offering; (ii) the date of a liquidity event; (iii) the date when aggregate Selling Commissions and Additional Selling Commissions paid to Participating Broker-Dealer equals 8% of the aggregate amount of investments made in the Company through the Participating Broker-Dealer; (iv) the date that such share is redeemed or is no longer outstanding; or (v) the date when the TP Flexible Income Fund, Inc. Dealer Manager Agreement Adviser no longer serves as the Company’s investment adviser. See Schedule 1 for further details regarding the selling commissions and Additional Selling Commissions. Participating Dealer hereby waives any and all rights to receive payment of any commissions, including Additional Selling Commissions, due until such time as the Dealer Manager is in receipt of such commissions or Additional Selling Commissions from the Company or the Adviser, as applicable. Participating Dealer affirms that the Dealer Manager’s liability for commissions, including Additional Selling Commissions, is limited solely to the proceeds received associated therewith. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 parties hereby agree that the foregoing commission underwriting compensation is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission compensation from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission compensation to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its propertiesgross proceeds raised from the sale of the Offered Shares. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling compensation commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the applicable gross compensation payments from the Company. Payments of any Additional Selling Commissions will be made by the Dealer Manager to Participating Dealer within thirty (30) days of the receipt by the Dealer Manager of the gross Additional Selling Commission from the Adviser.

Participating Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of DistributionThe Offering” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Primary Offered Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. No selling commissions will be paid in respect of the purchase of any DRIP Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and following the acceptance of the subscription documents by the Company and the deposit of the Subscription Payment in the authorized account of the Company has thereafter distributed the commission to the Dealer Manager in connection with such transactionthe sale of the minimum offering as set forth on the cover page of the Prospectus. Participating 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. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the proceeds of commissions received by the Dealer Manager from the Company receivable associated with Participating Dealer’s sale of Primary Sharestherewith. In addition, as set forth in the Prospectus, the Dealer Manager Manager, in its sole discretion discretion, may reallow re-allow a portion of the Dealer Manager Fee to Participating Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Participating Dealer acknowledges and agrees that: (i) no selling commissions or Dealer Manager Fee will be paid in respect of the sale of any DRIP Shares; and (ii) that no commissions, payments or amount whatsoever will be paid to Participating Dealer in respect of the purchase of Primary Offered Shares by a Participating Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Participating Dealer (or its registered representative), or by an officer, director or employee of the Company, the Advisor Adviser or their respective affiliates. Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to Participating Dealer under this Section IV unless or until $2,000,000 has been raised from the sale of Primary 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 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 Primary Offered Shares, that Participating Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Participating Dealer’s indemnity referred to in Section 6 5 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to Participating Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse the Participating Dealers up to 0.5% of gross proceeds for the Primary Shares for actual bona fide due diligence expenses incurred by such Participating Dealers. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer and their personnel when visiting the Company’s offices or properties to verify information relating in an aggregate amount that is reasonable in relation to the Company or its properties. gross proceeds raised from the sale of the Offered Shares Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses. Payments of selling commissions will be made by the Dealer Manager to Participating Dealer within 30 days of the receipt by the Dealer Manager of the gross commission payments from the Company.