Common use of Subordinated Incentive Fee Clause in Contracts

Subordinated Incentive Fee. The Trust shall pay to the Advisor a Subordinated Incentive Fee equal to 15.0% of the amount by which the Trust’s Net Income for the immediately preceding year exceeds the Shareholders’ 10.0% Return from inception through the end of the immediately preceding year. The Subordinated Incentive Fee shall be paid annually and upon termination of this Agreement in accordance with Section 4.02, unless such termination is by the Trust because of a material breach of this Agreement by the Advisor. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and the Shareholders’ 10.0% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee will be paid to the Advisor. The Trust, in its sole discretion, may pay the Subordinated Incentive Fee with an interest bearing promissory note, cash, Shares, or any combination thereof. In no event will the Trust pay a Subordinated Incentive Fee, including any interest payable in connection with any promissory note issued by the Trust in payment of the Subordinated Incentive Fee, in excess of the amount that would be presumptively reasonable under Section 9.7 of the Declaration of Trust.

Subordinated Incentive Fee. The Trust shall pay to the Advisor a Subordinated Incentive Fee equal to 15.015% of the amount by which the Trust’s Net Income for the immediately preceding year exceeds the sum of (i) 100% of Invested Capital returned to the Shareholders and (ii) the Shareholders’ 10.07.35% Return from inception through the end of the immediately preceding year. The Subordinated Incentive Fee shall be paid annually in arrears and upon termination of this Agreement in accordance with Section 4.02, other than in connection with any internalization by the Partnership or the Trust of management functions from the Advisor, unless such termination is by the Trust because of a material breach of this Agreement by the Advisor. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on (i) the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and (ii) the sum of (A) 100% of Invested Capital and (B) the Shareholders’ 10.07.35% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee will be paid to the AdvisorAdvisor for the period preceding the Listing, and any Subordinated Incentive Fee paid prior to the Listing will reduce the amount of the Subordinated Incentive Listing Fee. The Trust, in its sole discretion, may pay Advisor shall continue to be eligible to receive the Subordinated Incentive Fee for each annual period following the Listing through the Termination Date. Subordinated Incentive Fees are due and payable in arrears within ninety (90) calendar days after the end of the previous year. The Advisor shall reallow 70% of any Subordinated Incentive Fee to the sub-advisor pursuant to the Sub-Advisory Agreement. In the sole discretion of the Advisor, the Subordinated Incentive Fee may be paid with an interest bearing promissory note, cash, Shares, other sources of payment or any combination thereof. In no event will of the foregoing; provided however, that to the extent that the Advisor requests that the Subordinated Incentive Fee be paid in cash, such fee shall be payable in cash only to the extent that the Sub-Advisor determines that the Trust pay a Subordinated Incentive Fee, including has sufficient cash on hand. If any interest payable in connection with any promissory note issued by the Trust in payment portion of the Subordinated Incentive FeeFee is paid in Shares by the Trust, in excess then the price per Share shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the amount that would be presumptively reasonable under Section 9.7 Assets as of the Declaration date of such election by the Trust.

Subordinated Incentive Fee. The Trust shall pay to Upon Listing, the Advisor shall be entitled to a fee (the “Subordinated Incentive Fee Fee”) in an amount equal to 15.0% of the amount by which (i) the Trustmarket value of the outstanding Shares, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a 30-day trading period beginning 180 days after Listing (the “Market Value”), plus the total of all Distributions paid to Stockholders (excluding any stock dividends) from the Company’s Net Income for inception until the immediately preceding year date that Market Value is determined, exceeds (ii) the Shareholderssum of (A) 100% of Invested Capital and (B) the total Distributions required to be paid to the Stockholders in order to pay the Stockholders’ 10.08.0% Return from inception through the end date Market Value is determined (the sum of (A) and (B) is the “Subordinated Incentive Fee Threshold”); provided that the Subordinated Incentive Fee is not payable unless Stockholders have received Distributions in an amount equal to the sum of (i) the Stockholders’ 8.0% Return and (ii) Invested Capital. The Company shall have the option to pay the Subordinated Incentive Fee in the form of (i) cash or (ii) Shares with an aggregate value equal to the amount of the immediately preceding yearSubordinated Incentive Fee (based upon the price per Share established by the Market Value calculation pursuant to clause (i) above), or any combination of the foregoing. The Subordinated Incentive Fee shall will be paid annually and upon termination of this Agreement in accordance with Section 4.02, unless such termination is reduced by the Trust because amount of any prior payment to the Advisor of a material breach Subordinated Share of this Agreement by the AdvisorCash Flows. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and the Shareholders’ 10.0% Return from inception through the Termination Date. Notwithstanding the foregoing, in In the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee other performance fee will be paid to the Advisor. The TrustSubordinated Incentive Fee may or may not be taken, in its whole or in part, in the sole discretion, may pay discretion of the Advisor. All or any portion of the Subordinated Incentive Fee with an interest bearing promissory note, cash, Shares, or any combination thereof. In no event will the Trust pay a Subordinated Incentive Fee, including any interest payable in connection with any promissory note issued not taken by the Trust Advisor in payment of its sole discretion shall be deferred without interest and may be paid at such subsequent date as the Subordinated Incentive Fee, in excess of the amount that would be presumptively reasonable under Section 9.7 of the Declaration of TrustAdvisor shall determine.

Subordinated Incentive Fee. The Trust shall pay to the Advisor a Subordinated Incentive Fee equal to 15.0% of the amount by which the Trust’s Net Income for the immediately preceding year exceeds the sum of (i) 100% of Invested Capital and (ii) the Shareholders’ 10.0% Return from inception through the end of the immediately preceding year. The Subordinated Incentive Fee shall be paid annually and upon termination of this Agreement in accordance with Section 4.02, unless such termination is by the Trust because of a material breach of this Agreement by the Advisor. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on (i) the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and (ii) the sum of (A) 100% of Invested Capital and (B) the Shareholders’ 10.0% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee will be paid to the Advisor. The Trust, in its sole discretion, may pay the Subordinated Incentive Fee with an interest bearing promissory note, cash, Shares, or any combination thereof. In no event will the Trust pay a Subordinated Incentive Fee, including any interest payable in connection with any promissory note issued by the Trust in payment of the Subordinated Incentive Fee, in excess of the amount that would be presumptively reasonable under Section 9.7 of the Declaration of Trust.”

Subordinated Incentive Fee. The Trust Upon Listing, Asset Advisor shall pay be entitled to the Advisor a Subordinated Incentive Fee in an amount equal to 15.010.0% of the amount by which (i) the Trustmarket value of the outstanding stock of Xxxxx REIT, measured by taking the Aggregate Share Trading Value, plus the total of all Dividends paid to Stockholders from Xxxxx REIT’s Net Income for inception until the immediately preceding year date of Listing, exceeds (ii) the Shareholderssum of (A) 100% of Invested Capital and (B) the total Dividends which would be required to be paid to the Stockholders in order to pay the Stockholders’ 10.08.0% Return from inception through the end date of the immediately preceding yearListing. The Subordinated Incentive Fee shall be paid annually in cash or, at the option of Xxxxx REIT, may be paid in Shares; provided, that in the event Xxxxx REIT elects to pay all or some portion of the Subordinated Incentive Fee in Shares, the Asset Advisor shall have the right to cause such Shares to be registered with the Securities and upon termination of this Agreement in accordance with Section 4.02, unless such termination is by Exchange Commission pursuant to the Trust because terms of a material breach registration rights agreement in such form as shall be negotiated between the parties and mutually agreed upon by both Xxxxx REIT and Asset Advisor prior to the issuance of this Agreement by the Advisorsuch Shares. If some or all of the Subordinated Incentive Fee is being paid in accordance Shares, the value of such Shares shall be determined by using the average closing price or average of bid and asked price, as the case may be, over a period of 30 days during which the stock is traded, with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a beginning 180 days after Listing. The Subordinated Incentive Fee was payable with respect will be reduced by the amount of any prior payment to such immediately preceding yearAsset Advisor of a deferred Subordinated Share of Net Sales Proceeds from a Sale or Sales of Property. If In the event the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and the Shareholders’ 10.0% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Asset Advisor following Listing, no Subordinated Incentive Fee other performance fee will be paid to the Asset Advisor. The Trust, in its sole discretion, may pay the Subordinated Incentive Fee with an interest bearing promissory note, cash, Shares, or any combination thereof. In no event will the Trust pay a Subordinated Incentive Fee, including any interest payable in connection with any promissory note issued by the Trust in payment of the Subordinated Incentive Fee, in excess of the amount that would be presumptively reasonable under Section 9.7 of the Declaration of Trust.

Subordinated Incentive Fee. The Trust shall pay to the Advisor a Subordinated Incentive Fee equal to 15.015% of the amount by which the Trust’s Net Income for the immediately preceding year exceeds the sum of (i) 100% of Invested Capital and (ii) the Shareholders’ 10.07.35% Return from inception through the end of the immediately preceding year. The Subordinated Incentive Fee shall be paid annually and upon termination of this Agreement in accordance with Section 4.02, other than in connection with any internalization by the Partnership or the Trust of management functions from the Advisor, unless such termination is by the Trust because of a material breach of this Agreement by the Advisor. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on (i) the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and (ii) the sum of (A) 100% of Invested Capital and (B) the Shareholders’ 10.07.35% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee will be paid to the AdvisorAdvisor for the period preceding the Listing, and any Subordinated Incentive Fee paid prior to the Listing will reduce the amount of the Subordinated Incentive Listing Fee. The Trust, in its sole discretion, may pay Advisor shall continue to be eligible to receive the Subordinated Incentive Fee for each annual period following the Listing through the Termination Date. Subordinated Incentive Fees are due and payable within ninety (90) calendar days after the end of the previous year. The Advisor shall reallow 70% of any Subordinated Incentive Fee to the sub-advisor pursuant to the Sub-Advisory Agreement. In the sole discretion of the Advisor, the Subordinated Incentive Fee may be paid with an interest bearing promissory note, cash, Shares, other sources of payment or any combination thereof. In no event will of the foregoing; provided however, that to the extent that the Advisor requests that the Subordinated Incentive Fee be paid in cash, such fee shall be payable in cash only to the extent that the Sub-Advisor determines that the Trust pay a Subordinated Incentive Fee, including has sufficient cash on hand. If any interest payable in connection with any promissory note issued by the Trust in payment portion of the Subordinated Incentive FeeFee is paid in Shares by the Trust, in excess then the price per Share shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the amount that would be presumptively reasonable under Section 9.7 Assets as of the Declaration date of such election by the Trust.

Subordinated Incentive Fee. The After Shareholders have received a return of the sum of (i) 100% of such Shareholders’ Invested Capital and (ii) the Shareholders’ 7.35% Return from inception through the end of the immediately preceding year, the Trust shall pay to the Advisor a Subordinated Incentive Fee equal to 15.015% of the amount by which the Trust’s Net Income for the immediately preceding year exceeds the sum of (i) 100% of the Shareholders’ 10.0Invested Capital and (ii) the Shareholders’ 7.35% Return from inception through the end of the immediately preceding year. The Subordinated Incentive Fee shall be paid annually in arrears and upon termination of this Agreement in accordance with Section 4.02, other than in connection with any internalization by the Partnership or the Trust of management functions from the Advisor, unless such termination is by the Trust because of a material breach of this Agreement by the Advisor. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on (i) the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and (ii) the sum of (A) 100% of Invested Capital and (B) the Shareholders’ 10.07.35% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee will be paid to the AdvisorAdvisor for the period preceding the Listing, and any Subordinated Incentive Fee paid prior to the Listing will reduce the amount of the Subordinated Incentive Listing Fee. The Trust, in its sole discretion, may pay Advisor shall continue to be eligible to receive the Subordinated Incentive Fee for each annual period following the Listing through the Termination Date. Subordinated Incentive Fees are due and payable in arrears within ninety (90) calendar days after the end of the previous year. In the sole discretion of the Advisor, the Subordinated Incentive Fee may be paid with an interest bearing promissory note, cash, Shares, other sources of payment or any combination thereof. In no event will of the foregoing; provided however, that to the extent that the Advisor requests that the Subordinated Incentive Fee be paid in cash, such fee shall be payable in cash only to the extent that the Trust pay a Subordinated Incentive Fee, including determines that it has sufficient cash on hand. If any interest payable in connection with any promissory note issued by the Trust in payment portion of the Subordinated Incentive FeeFee is paid in Shares by the Trust, in excess then the price per Share shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the amount that would be presumptively reasonable under Section 9.7 Assets as of the Declaration date of such election by the Trust. Notwithstanding the other provisions of this Section 3.01(d), any Former Advisor Termination Amount paid or payable shall be deducted from any Subordinated Incentive Fee payable to the Advisor.

Subordinated Incentive Fee. The After Shareholders have received a return of the sum of (i) 100% of such Shareholders’ Invested Capital and (ii) the Shareholders’ 7.35% Return from inception through the end of the immediately preceding year, the Trust shall pay to the Advisor a Subordinated Incentive Fee equal to 15.015% of the amount by which the Trust’s Net Income for the immediately preceding year exceeds the sum of (i) 100% of the Shareholders’ 10.0Invested Capital and (ii) the Shareholders’ 7.35% Return from inception through the end of the immediately preceding year. The Subordinated Incentive Fee shall be paid annually in arrears and upon termination of this Agreement in accordance with Section 4.02, other than in connection with any internalization by the Partnership or the Trust of management functions from the Advisor, unless such termination is by the Trust because of a material breach of this Agreement by the Advisor. If the Subordinated Incentive Fee is being paid in accordance with the termination of this Agreement, such fee will be payable with respect to the period between the end of the immediately preceding year and the Termination Date only if a Subordinated Incentive Fee was payable with respect to such immediately preceding year. If the Subordinated Incentive Fee is payable with respect to such period between the end of the immediately preceding year and the Termination Date, such fee will be based on (i) the Trust’s Net Income between the end of the immediately preceding year and the Termination Date and (ii) the sum of (A) 100% of Invested Capital and (B) the Shareholders’ 10.07.35% Return from inception through the Termination Date. Notwithstanding the foregoing, in the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Subordinated Incentive Fee will be paid to the AdvisorAdvisor for the period preceding the Listing, and any Subordinated Incentive Fee paid prior to the Listing will reduce the amount of the Subordinated Incentive Listing Fee. The Trust, in its sole discretion, may pay Advisor shall continue to be eligible to receive the Subordinated Incentive Fee for each annual period following the Listing through the Termination Date. Subordinated Incentive Fees are due and payable in arrears within ninety (90) calendar days after the end of the previous year. The Advisor shall reallow 70% of any Subordinated Incentive Fee to the sub-advisor pursuant to the Sub-Advisory Agreement. In the sole discretion of the Advisor, the Subordinated Incentive Fee may be paid with an interest bearing promissory note, cash, Shares, other sources of payment or any combination thereof. In no event will of the foregoing; provided however, that to the extent that the Advisor requests that the Subordinated Incentive Fee be paid in cash, such fee shall be payable in cash only to the extent that the Sub-Advisor determines that the Trust pay a Subordinated Incentive Fee, including has sufficient cash on hand. If any interest payable in connection with any promissory note issued by the Trust in payment portion of the Subordinated Incentive FeeFee is paid in Shares by the Trust, in excess then the price per Share shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the amount that would be presumptively reasonable under Section 9.7 Assets as of the Declaration date of such election by the Trust.”