Common use of Primary Offering Clause in Contracts

Primary Offering. (a) If the Company proposes to conduct an Underwritten Offering with respect to any Ordinary Shares for its own account (a “Primary Offering”), then it shall deliver a Registration Notice to the Investors and Management Investors (excluding, if the Company so elects, any Investor or Management Investor whose Registrable Securities are then subject to restrictions on transfer under the Investor Rights Agreement), whereupon the Company shall include in such Underwritten Offering all Registrable Securities that any Investor or Management Investor has requested to be included in such Underwritten Offering by written request received by the Company before the deadline specified by the Company in the related Registration Notice (which shall be at least one Business Day after the day the Registration Notice is delivered to such Investors and Management Investors). (b) If the managing underwriters advise the Company that, in its or their view, the number of Ordinary Shares that the Company and the Investors and Management Investors intend to include in such Underwritten Offering exceeds the Maximum Offering Size, the Company shall include in such Primary Offering, in the priority listed below, up to the Maximum Offering Size: (i) first, any Ordinary Shares the Company proposes to issue and sell for its own account that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, (ii) second, only if all Registrable Securities referred to in clause (i) have been included in such Underwritten Offering, the number of Catch-Up Shares not theretofore disposed of by the Kevlar Investors in an Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all Registering Investors that are Kevlar Investors pro rata on the basis of the respective number of Registrable Securities then beneficially owned by each such Registering Investor that is a Kevlar Investor, (iii) third, only if all Registrable Securities referred to in clauses (ii) and (iii) have been included in such Underwritten Offering, the number of Registrable Securities duly requested by all Investors and Management Investors to be included in such Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all such Investors and Management Investors pro rata on the basis of the respective number of Registrable Securities then beneficially owned by each such Investor or Management Investor, and (iv) fourth, only if all Registrable Securities referred to in clauses (i), (ii) and (iii) have been included in such Underwritten Offering, any Ordinary Shares that the Company proposes to include for the benefit of any other Person that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect.

Primary Offering. The Dealer Manager may also reallow all or a portion of the dealer manager fee the Dealer Manager receives from the sale of Class T Shares to the Dealer in the Dealer Manager’s sole discretion. The Dealer acknowledges and agrees that no selling commissions or dealer manager fees will be paid in respect of the sale of Class W Shares, Class I Shares and any Shares sold pursuant to the DRIP. In addition, as set forth in the Prospectus, the Dealer Manager may reallow all or a portion of the Distribution Fee (aas defined in the Dealer Manager Agreement) If to the Company proposes Dealer in the Dealer Manager’s sole discretion; provided, however, that the Dealer’s right, if any, to conduct an Underwritten receive Distribution Fees with respect to each Class T Share or Class W Share held within a stockholder’s account shall cease and such Share shall automatically and without any action on the part of the holder thereof convert into a number of Class I Shares at the Applicable Conversion Rate (as defined in the Prospectus) on the earliest of: (i) a listing of any Shares of the Company’s common stock on a national securities exchange, (ii) the Company’s merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of its assets and (iii) the end of the month in which the Company, with the assistance of the Dealer Manager, determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all Shares of such class held by such stockholder within such account (including Shares purchased through the DRIP or received as stock dividends) equals or exceeds 8.5% of the aggregate purchase price of all Shares of such class held by such stockholder within such account and purchased in the Primary Offering. In addition, after termination of the Primary Offering, each Class T Share or Class W Share (i) sold in the Primary Offering, (ii) sold under the DRIP, and (iii) received as a stock dividend with respect to such Shares sold in the Primary Offering or DRIP, shall automatically and without any action on the part of the holder thereof convert into a number of Class I Shares at the Applicable Conversion Rate (as defined in the Prospectus), at the end of the month in which the Company, with the assistance of the Dealer Manager, determines that all underwriting compensation paid or incurred with respect to the Primary Offering from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all Shares sold for the Company’s account through the Primary Offering. The amount of the Distribution Fee to be reallowed to the Dealer is set forth on Schedule 1 to this Agreement. Notwithstanding the foregoing, if the Dealer Manager is notified that the Dealer is no longer the broker dealer of record with respect to Class T Shares and/or Class W Shares sold by the Dealer, then the Dealer’s entitlement to the respective Distribution Fees related to such Class T Shares and/or Class W Shares shall cease, and the Dealer shall not receive the respective Distribution Fees for any portion of the month in which the Dealer is not the broker dealer of record on the last day of the month; provided, however, if the change in the broker dealer of record with respect to such Class T Shares and/or Class W Shares is made in connection with a change in the registration of record for such Class T Shares and/or Class W Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Dealer shall be entitled to a pro rata portion of the respective Distribution Fees related to such Class T Shares and/or Class W Shares for the portion of the month for which the Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current broker dealer of record of the Class T Shares and/or Class W Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record with respect to any Ordinary or all of the Class T Shares and/or Class W Shares sold by the Dealer. The Dealer Manager and the Dealer shall be responsible for implementing the discounts for Class T Shares described in the “Plan of Distribution” section of the Prospectus. As provided in the “Plan of Distribution” section of the Prospectus and in Section 5.e. of the Dealer Manager Agreement, the Dealer Manager, in its own account (a “sole discretion and subject to FINRA rules concerning underwriting compensation, may pay or reimburse Dealer for certain underwriting costs and expenses related to the distribution of the Offering, such as marketing support fees to attend retail seminars sponsored by Dealer, reimbursements for registered representatives of Dealers to attend educational conferences sponsored by the Company or the Dealer Manager, reimbursements for customary travel, lodging, meals and reasonable entertainment expenses and promotional items, as well as supplemental fees and commissions with respect to the sale of Class I Shares in the Primary Offering”), then as described in the Prospectus. The Dealer Manager will pay these expenses out of the portion of the selling commissions, dealer manager fees, or Distribution Fees that it shall deliver a Registration Notice retains, if any, or will pay such amounts and be reimbursed for such payments by the Advisor or the Company, subject to the Investors 10% limit on total underwriting compensation imposed by FINRA Rule 2310, as described in the “Plan of Distribution” section of the Prospectus. Notwithstanding the foregoing, no selling commissions, dealer manager fees, distribution fees or other amounts will be paid to the Dealer Manager and Management Investors (excludingreallowed to the Dealer under this Agreement unless subscriptions for the purchase of Shares have been accepted by the Company. The Company and the Advisor will not be liable or responsible to Dealer for direct payment of selling commissions, if any reallowance of dealer manager fees or Distribution Fees, any payment of supplemental fees and commissions with respect to Class I Shares or any other underwriting compensation or expense reimbursement to Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of such amounts to Dealer. The Dealer hereby waives any and all rights to receive payment of selling commissions and any other payments due until such time as the Dealer Manager is in receipt of the selling commissions or other payment from the Company so electsor the Advisor, as applicable. The Dealer affirms that the Dealer Manager’s liability for selling commissions and any Investor or Management Investor whose Registrable Securities are then subject other payments payable to restrictions on transfer under the Investor Rights Agreement), whereupon Dealer is limited solely to the Company shall include in such Underwritten Offering all Registrable Securities that any Investor or Management Investor has requested to be included in such Underwritten Offering by written request selling commissions and other payments received by the Company before the deadline specified by Dealer Manager from the Company associated with the Dealer’s sale of Shares. The parties hereby agree that the foregoing selling commissions and other payments are not in excess of the usual and customary distributors’ or sellers’ commissions received in the related Registration Notice (which shall be at least one Business Day after sale of securities similar to the day Shares and that the Registration Notice Dealer’s interest in the Offering is delivered limited to such Investors selling commissions and Management Investors). (b) If other payments from the managing underwriters advise the Company that, in its or their view, the number of Ordinary Shares that the Company Dealer Manager and the Investors and Management Investors intend to include in such Underwritten Offering exceeds the Maximum Offering Size, the Company shall include in such Primary Offering, in the priority listed below, up to the Maximum Offering Size: (i) first, any Ordinary Shares the Company proposes to issue and sell for its own account that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, (ii) second, only if all Registrable Securities Dealer’s indemnity referred to in clause (i) have been included in such Underwritten Offering, the number of Catch-Up Shares not theretofore disposed of by the Kevlar Investors in an Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all Registering Investors that are Kevlar Investors pro rata on the basis Section 7 of the respective number of Registrable Securities then beneficially owned by each such Registering Investor that is a Kevlar Investor, (iii) third, only if all Registrable Securities referred to in clauses (ii) and (iii) have been included in such Underwritten Offering, the number of Registrable Securities duly requested by all Investors and Management Investors to be included in such Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all such Investors and Management Investors pro rata on the basis of the respective number of Registrable Securities then beneficially owned by each such Investor or Management Investor, and (iv) fourth, only if all Registrable Securities referred to in clauses (i), (ii) and (iii) have been included in such Underwritten Offering, any Ordinary Shares that the Company proposes to include for the benefit of any other Person that, in the opinion of such managing underwriters, can be sold without having such significant adverse effectDealer Manager Agreement.