Common use of Subordinated Disposition Fee Clause in Contracts

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate affiliate provides a substantial amount of the services (as determined by a majority of the Company's Independent Directors) in connection with the Sale sale of one or more Properties, the Advisor or an Affiliate affiliate shall receive a Subordinated Disposition Fee subordinated disposition fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission competitive real estate commission, or (ii) 33.0% of the sales price of such Property or PropertiesProperties ("Subordinated Disposition Fee"). The Subordinated Disposition Fee will be paid only if Stockholders stockholders have received total Distributions dividends in an amount equal to the sum 100% of their aggregate Invested Capital and invested capital plus a 6.0% annual cumulative non-compounded return on their aggregate net invested capital (the "Stockholders' 86.0% Return"). To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliatesaffiliates, provided that the total real estate commissions paid to all Persons persons by the Company shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price contract sales price of a Property Property, or (ii) the Competitive Real Estate Commissioncompetitive real estate commission. In the event this Agreement is terminated prior to such time as the Stockholders stockholders have received total Distributions distributions in an amount equal to 100% of Invested Capital invested capital plus an amount sufficient to pay the Stockholders' 86.0% Return through the Termination DateReturn, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value appraised value of the Properties then owned by the Company plus total Distributions distributions received prior to the Termination Date date of the termination of this Agreement equals 100% of Invested Capital invested capital plus an amount sufficient to pay the Stockholders' 86.0% Return through the Termination DateReturn. Upon ListingListing (as defined below), if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination subordinated conditions have been satisfied, Stockholders stockholders will be deemed to have received a Distribution distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, period of 30 consecutive days during which the Shares are traded, with such period beginning 180 days after Listing.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services in the services (as determined by sale of a majority of the Independent Directors) in connection with the Sale of one Property or more PropertiesLoan, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the “Subordinated Disposition Fee”). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In The Advisor shall present to the event Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors, absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company’s Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor or an Affiliate has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 87% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 87% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 87% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or distributions) plus an annual Cumulative Return of six percent from the date shares were purchased from the Company through the date payment is made. The return requirement will be deemed satisfied if the total Distributions in an amount equal to distributions paid by CPA(R):16 - Global satisfy the sum six percent annual Cumulative Return requirement and the market value of their aggregate Invested Capital and their aggregate Stockholders' 8CPA(R):16 - Global equals or exceeds 100% Returnof the capital raised by CPA(R):16 - Global (less any amounts distributed from the sale of refinancing of any property). To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions return to Shareholders received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital (through liquidity or distributions) plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the “Contingent Subordinated Disposition Fee”) equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of such Asset or PropertiesAssets. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8’ 9% Return. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 9% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 9% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution total Distributions in the an amount equal to the product or in excess of the total number of Shares outstanding and the average closing price sum of the Shares over a period, beginning 180 days after Listing, of 30 days during which aggregate Invested Capital plus the Shares are traded.Stockholders’ 9% Return through the date of

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive fee in the case of a Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties Assets previously sold will be deemed earned if the Appraised Value appraised value of the Properties then owned by the Company plus total Distributions received by the Stockholders prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Any such Subordinated Disposition Fee so deemed to be earned by the Advisor shall be paid by the Company to the Advisor. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or distributions) plus an annual Cumulative Return of six percent from the date shares were purchased from the Company through the date payment is made. The return requirement will be deemed satisfied if the total Distributions in an amount equal to distributions paid by CPA(R):15 satisfy the sum six percent annual Cumulative Return requirement and the market value of their aggregate Invested Capital and their aggregate Stockholders' 8CPA(R):15 equals or exceeds 100% Returnof the capital raised by CPA(R):15 (less any amounts distributed from the sale of refinancing of any property). To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions return to Shareholders received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital (through liquidity or distributions) plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the "CONTINGENT SUBORDINATED DISPOSITION FEE") equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of such Asset or PropertiesAssets. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 810% Return. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 810% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 810% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for deemed to have received total Distributions in an amount equal to or in excess of the sum of the aggregate Invested Capital plus the Stockholders' 10% Return through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the "MARKET VALUE"). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as "Subordinated Disposition Fees."

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the “Contingent Subordinated Disposition Fee”) equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of such Asset or PropertiesAssets. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8’ 10% Return. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 10% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 10% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for deemed to have received total Distributions in an amount equal to or in excess of the sum of the aggregate Invested Capital plus the Stockholders’ 10% Return through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the “Market Value”). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as “Subordinated Disposition Fees.”

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the "SUBORDINATED DISPOSITION FEE"). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date the Subordination Disposition Fee has been paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In the event If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor or an Affiliate has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive Fee in the case of a Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value appraised value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the "CONTINGENT SUBORDINATED DISPOSITION FEE") equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of such Asset or PropertiesAssets. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 89% Return. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 89% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 89% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for deemed to have received total Distributions in an amount equal to or in excess of the sum of the aggregate Invested Capital plus the Stockholders' 9% Return through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the "MARKET VALUE"). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as "Subordinated Disposition Fees."

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 89.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 89.0% Return through the Termination Date, an appraisal of the Properties Assets then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned and payable if the Appraised Value of the Properties Assets plus any investments in bank accounts, money market funds or other current assets then owned directly or indirectly by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 89.0% Return through the Termination Date. Upon Listing, if the Advisor has earned and accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedtraded (the "MARKET VALUE").

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services in the services (as determined by sale of a majority of the Independent Directors) in connection with the Sale of one Property or more PropertiesLoan, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the "Subordinated Disposition Fee"). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In The Advisor shall present to the event Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor or an Affiliate has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive from the Company, as applicable, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee (the “Contingent Subordinated Disposition Fee”) in an amount equal to the lesser of (isubject to the limitation in the following paragraph) (A) one-half of a the aggregate Competitive Real Estate Commission (including the Subordinated Disposition Fee) or (iiB) three percent (3% %) of the sales price of such Property or PropertiesAsset. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8% Return’ Return of 7%. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) six percent (6% %) of the Contract Sales Price sales price of a Property an Asset or (ii) the aggregate Competitive Real Estate CommissionCommission in respect of any Property or Asset. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ Return of 7% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ Return of 7% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for deemed to have received total Distributions in an amount equal to or in excess of the sum of the aggregate Invested Capital plus the Stockholders’ Return of 7% through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price Closing Price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the “Market Value”). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as “Subordinated Disposition Fees.”

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or distributions) plus an annual Cumulative Return of six percent from the date shares were purchased from the Company through the date payment is made. The return requirement will be deemed satisfied if the total Distributions in an amount equal to distributions paid by CPA(R):I satisfy the sum six percent annual Cumulative Return requirement and the market value of their aggregate Invested Capital and their aggregate Stockholders' 8CPA(R):I equals or exceeds 100% Returnof the capital raised by CPA(R):I (less any amounts distributed from the sale of refinancing of any property). To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions return to Shareholders received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital (through liquidity or distributions) plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive from the Company, as applicable, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee (the “Contingent Subordinated Disposition Fee”) in an amount equal to the lesser of (isubject to the limitation in the following paragraph) (A) one-half of a the aggregate Competitive Real Estate Commission (including the Subordinated Disposition Fee) or (iiB) three percent (3% %) of the sales price of such Property or PropertiesAsset. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8% Return’ Return of 7%. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) six percent (6% %) of the Contract Sales Purchase Price of a Property an Asset or (ii) the aggregate Competitive Real Estate CommissionCommission in respect of any Property or Asset. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ Return of 7% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ Return of 7% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for deemed to have received total Distributions in an amount equal to or in excess of the sum of the aggregate Invested Capital plus the Stockholders’ Return of 7% through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price Closing Price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the “Market Value”). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as “Subordinated Disposition Fees.”

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the "Subordinated Disposition Fee"). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date the Subordination Disposition Fee has been paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In the event If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor or an Affiliate has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission the brokerage commission paid or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 89.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 89.0% Return through the Termination Date, an appraisal of the Properties Assets then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned and payable if the Appraised Value of the Properties Assets plus any investments in bank accounts, money market funds or other current assets then owned directly or indirectly by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 89.0% Return through the Termination Date. Upon Listing, if the Advisor has earned and accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price or average of bid and asked quotes, as the case may be, of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedtraded (the "MARKET VALUE").

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 88.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 88.0% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 88.0% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate Manager provides a substantial amount of services in the services (as determined by sale of a majority of the Independent Directors) in connection with the Sale of one Property or more PropertiesLoan, the Advisor or an Affiliate Manager shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the “Subordinated Disposition Fee”). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In The Manager shall present to the event Independent Directors such information as they may reasonably request to review the level of services provided by the Manager in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors, absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company’s Shares are listed on a national securities exchange or included for quotation in an electronic trading system and, if at the Advisor time of such listing, the Manager has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive Fee in the case of a Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 88.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 88.0% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 88.0% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive fee in the case of a Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-AffiliatesAffiliates or Affiliates (to the extent such a transaction with an Affiliate is permitted by the Articles and approved by a majority of the Directors and Independent Directors not otherwise interested in the transaction), provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties Assets previously sold will be deemed earned if the Appraised Value appraised value of the Properties then owned by the Company plus total Distributions received by the Stockholders prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Any such Subordinated Disposition Fee so deemed to be earned by the Advisor shall be paid by the Company to the Advisor. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.”

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or distributions) plus an annual Cumulative Return of six percent from the date shares were purchased from the Company through the date payment is made. The return requirement will be deemed satisfied if the total Distributions in an amount equal to distributions paid by CPA(R):16 satisfy the sum six percent annual Cumulative Return requirement and the market value of their aggregate Invested Capital and their aggregate Stockholders' 8CPA(R):16 equals or exceeds 100% Returnof the capital raised by CPA(R):16 (less any amounts distributed from the sale of refinancing of any property). To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions return to Shareholders received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital (through liquidity or distributions) plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Asset Advisor or an Affiliate thereof provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesProperties sold, including Properties sold prior to January 1, 2005, the Asset Advisor or an its Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales sale price of such Property or PropertiesProperties sold. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8’ 8.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company Xxxxx REIT on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons persons by the Company Xxxxx REIT shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Asset Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price or average of bid and asked price, as the Shares case may be, over a period, beginning 180 days after Listing, period of 30 days during which the Shares are stock is traded, with such period beginning 180 days after Listing (the “Aggregate Share Trading Value”). In the event this Agreement is terminated prior to such time as the Stockholders have received total Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders’ 8.0% Return through the Termination Date, an appraisal of the Properties then owned by Xxxxx REIT shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by Xxxxx REIT, Xxxxx OP and their subsidiaries plus total Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders’ 8.0% Return through the Termination Date.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8’ 8.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 8.0% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 8.0% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received total Distributions Dividends in an amount equal to 100% of Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% ReturnInitial Closing Date through the date payment is made. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions Dividends in an amount equal to 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the Stockholders' 8% Return Initial Closing Date through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the Stockholders' 8% Return Initial Closing Date through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions Dividends in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 89.0% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions Dividends in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 89.0% Return through the Termination Date, an appraisal of the Properties Assets then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned and payable if the Appraised Value of the Properties Assets plus any investments in bank accounts, money market funds or other current assets then owned directly or indirectly by the Company plus total Distributions Dividends received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 89.0% Return through the Termination Date. Upon Listing, if the Advisor has earned and accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Dividends in the amount equal to the product of the total number of Shares outstanding and the average closing price or average of bid and asked quotes, as the case may be, of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedtraded (the "MARKET VALUE").

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or (ii) 3% three percent of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or distributions) plus an annual Cumulative Return of six percent from the date shares were purchased from the Company through the date payment is made. The return requirement will be deemed satisfied if the total Distributions in an amount equal to distributions paid by CPA(R):15 satisfy the sum six percent annual Cumulative Return requirement and the market value of their aggregate Invested Capital and their aggregate Stockholders' 8CPA(R):15 equals or exceeds 100% Returnof the capital raised by CPA(R):15 (less any amounts distributed from the sale of refinancing of any property). To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of six percent from the Stockholders' 8% Return date shares were purchased from the Company through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions return to Shareholders received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital (through liquidity or distributions) plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.to

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-AffiliatesnonAffiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the “Contingent Subordinated Disposition Fee”) equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of such Asset or PropertiesAssets. The Contingent Subordinated Disposition Fee will not be earned or paid only if Stockholders have received unless and until total Distributions have been paid in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8’ 10% Return. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions have been paid in an amount equal to 100% or in excess of the sum of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 10% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received paid prior to the Termination Date equals 100% or exceeds the sum of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 10% Return through the Termination Date. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if the Advisor has accrued but not and only if total Distributions have been paid such Subordinated Disposition Fee, then for or deemed to have been paid in an amount equal to or in excess of the sum of Invested Capital plus the Stockholders’ 10% Return through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the “Market Value”). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as “Subordinated Disposition Fees.”

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 87% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 87% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 87% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 33.0% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 66.0% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the “Subordinated Disposition Fee”). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date the Subordination Disposition Fee has been paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In the event If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company’s Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor or an Affiliate has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services in the services (as determined by sale of a majority of the Independent Directors) in connection with the Sale of one Property or more PropertiesLoan, the Advisor or an such Affiliate shall receive a Subordinated Disposition Fee fee equal to the lesser of of: (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% three percent of the sales price Contract Sales Price of such Property or Properties(the "Subordinated Disposition Fee"). The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions in an amount equal to paid by the sum Company have satisfied the Preferred Return requirement and the Market Value of their aggregate Invested Capital and their aggregate Stockholders' 8% Returnthe Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued due and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of of: (i) 6% six percent of the Contract Sales Price of a such Property or (ii) the Competitive Real Estate Commission. In The Advisor shall present to the event Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors, absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions in an amount equal to (through liquidity or Distributions) a return of 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the any unpaid Subordinated Disposition Fee on Properties previously sold prior to the date of termination will be deemed earned payable if the Appraised Value of the Properties then owned by the Company plus total Distributions received to Shareholders prior to the Termination Date equals date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Invested Initial Investor Capital plus an amount sufficient to pay the Stockholders' 8% a Preferred Return through the Termination Datedate of termination of this Agreement. Upon ListingIf the Company's Shares are listed on a national securities exchange or included for quotation on Nasdaq and, if at the time of such listing, the Advisor or an Affiliate has accrued but not been paid such Subordinated Disposition Feeprovided a substantial amount of services in the sale of Property, then for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution in the an amount equal to the product Market Value of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are tradedCompany.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an such Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the “Contingent Subordinated Disposition Fee”) equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of such Asset or PropertiesAssets. The Contingent Subordinated Disposition Fee will not be earned or paid only if unless and until the Stockholders have received total Distributions in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8’ 9% Return. To the extent that that, in any instance, the Contingent Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Contingent Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this subparagraph 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of such condition, the Company shall pay all such Contingent Subordination Disposition Fees as if such condition had been satisfied with respect to each such prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-Affiliates, provided provided, however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% or in excess of the sum of their aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 9% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Contingent Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% or exceeds the sum of the aggregate Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 9% Return through the Termination DateDate and then only to the extent of such excess. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Contingent Subordinated Disposition Fees on Assets previously sold will be earned and paid if and only if the Advisor has accrued but not Stockholders have received or been paid such Subordinated Disposition Fee, then for deemed to have received total Distributions in an amount equal to or in excess of the sum of the aggregate Invested Capital plus the Stockholders’ 9% Return through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a periodthe 30-trading-day period beginning the date of Listing (the “Market Value”). Once any Contingent Subordinated Disposition Fees are actually paid, beginning 180 days after Listing, of 30 days during which the Shares are tradedsuch amounts shall thereafter be referred to as “Subordinated Disposition Fees.”

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 3% of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received total Distributions Dividends in an amount equal to 100% of Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% ReturnInitial Closing Date through the date payment is made. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions Dividends in an amount equal to 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the Stockholders' 8% Return Initial Closing Date through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the Stockholders' 8% Return Initial Closing Date through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company's Shares are listed on a national securities exchange or included for quotation on NASDAQ and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive Fee in the case of a Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an the Affiliate shall receive receive, subject to the satisfaction of the condition outlined below, a Subordinated Disposition Fee in an amount (the “Subordinated Disposition Fee”) equal to (subject to the limitation in the following paragraph) (i) in the case of the sale of Property, the lesser of (iA) one-half of a Competitive Real Estate Commission or (iiB) 3% of the sales price of such the Property and (ii) in the case of the sale of any Asset other than Property, 3% of the sales price of the Asset or PropertiesAssets. The Subordinated Disposition Fee will not be earned or paid only if Stockholders have received unless and until total Distributions have been paid in an amount equal to or in excess of the sum of their aggregate Invested Capital and their aggregate plus the Stockholders' 8’ 10% Return. To the extent that that, in any instance, the Subordinated Disposition Fees are is not earned and paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued Subordinated Disposition Fees that would have been earned and paid had the foregoing limitation not been in place at such the time as of a Sale shall be a contingent liability of the subordination Company, which shall be paid if and only if the conditions set forth in this Section 3.01(c) have been satisfiedsatisfied and, upon the satisfaction of the condition, the Company shall pay all Subordinated Disposition Fees as if the condition had been satisfied with respect to each prior Sale. The Subordinated Disposition Fee may be paid payable in addition to real estate commissions paid to non-persons not affiliated with the Company or the Advisor and their respective Affiliates; provided, provided however, that the total real estate commissions paid to all Persons by the Company (together with the Subordinated Disposition Fee) shall not in no case exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property an Asset or (ii) the Competitive Real Estate CommissionCommission in respect of any Property. In the event this Agreement is terminated prior to such the time as the Stockholders have received that total Distributions have been paid in an amount equal to 100% or in excess of the sum of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 10% Return through the Termination Date, an appraisal of the Properties then owned by the Company Value shall be made determined and any contingent liabilities for the payment of Subordinated Disposition Fee Fees on Properties Assets previously sold will be deemed earned paid if the Appraised Company Value of the Properties then owned by the Company plus total Distributions received paid prior to the Termination Date equals 100% or exceeds the sum of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 10% Return through the Termination Date. Upon Following Listing, and as soon as practicable after determination of Market Value (defined below), any contingent liabilities for the payment of the Subordinated Disposition Fees on Assets previously sold will be earned and paid if the Advisor has accrued but not and only if total Distributions have been paid such Subordinated Disposition Fee, then for or deemed to have been paid in an amount equal to or in excess of the sum of Invested Capital plus the Stockholders’ 10% Return through the date of Listing. For purposes of determining whether the subordination conditions have been satisfiedpreceding sentence, in addition to actual Distributions received, Stockholders will be deemed to have received a Distribution Distributions in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, the 30-trading-day period beginning 180 days after Listing, the date of 30 days during which Listing (the Shares are traded“Market Value”).

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale sale of one or more Propertiesa Property, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half 50% of a the Competitive Real Estate Commission or and (ii) 33 % of the sales price Contract Sales Price of such Property or PropertiesProperty. The Subordinated Disposition Fee will be paid only if Stockholders Shareholders have received total Distributions Dividends in an amount equal to 100% of Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% ReturnInitial Closing Date through the date payment is made. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders Shareholders have received total Distributions Dividends in an amount equal to 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the Stockholders' 8% Return Initial Closing Date through the Termination Datedate of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions Dividends received prior to the Termination Date equals date of termination of this Agreement is equal to 100% of Invested Initial Investor Capital plus an amount sufficient to pay a Cumulative Return of 6% from the Stockholders' 8% Return Initial Closing Date through the Termination Datedate of termination of this Agreement. Upon ListingIn the event the Company’s Shares are listed on a national securities exchange or included for quotation on NASDAQ and, if at the time of such listing, the Advisor has accrued but a Subordinated Disposition Fee which has not been paid such Subordinated Disposition Feepaid, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders Shareholders will be deemed to have received a Distribution Dividend in the an amount equal to the product of the total number of outstanding Shares outstanding and the average of the closing price prices (or average bid and asked quotes) of the Shares over a period, beginning 180 days after Listinglisting of the Shares, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8’ 6% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 6% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 6% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive fee in the case of a Mortgage Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Upon Listing, if the Advisor has or its Affiliates have accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition Fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 86% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 86% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 86% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8’ 7% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 7% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8’ 7% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more PropertiesAssets, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or PropertiesProperties (or comparable competitive Fee in the case of a Loan or other Permitted Investment). The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to or greater than the sum of their aggregate Invested Capital and their aggregate Stockholders' ’ 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company (including the Subordinated Disposition fee) shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals or is greater than 100% of Invested Capital plus an amount sufficient to pay the Stockholders' ’ 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.