Common use of DEALER-MANAGER COMPENSATION Clause in Contracts

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP Shares, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.07%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid for sales of DRP Shares, and Selling Commissions pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP SharesShares pursuant to the DRP, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No The Company will not pay Selling Commissions will be paid for sales of DRP Shares, and the Company will pay reduced Selling Commissions or may be reduced or eliminated eliminate Selling Commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP SharesShares pursuant to the DRP, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (( 7.0%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP Shares or Institutional Shares, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Retail Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Retail Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c)Prospectus, the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Common Share offered on a “best efforts” basis for which a sale is completedcompleted from the Common Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the its Soliciting Dealers Dealer Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Common Share for which a sale is completedcompleted from the Common Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (11.0%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP SharesCommon Shares pursuant to the DRIP, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Common Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer or registered representative of the Dealer Manager who sold the Primary applicable Common Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling per share purchase price of each Primary Share for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) of the per share purchase price in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling per share purchase price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all of the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) i. Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c3(f), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) 7% of the selling price gross proceeds of each Primary Share for which a sale is completedshares sold in the Offering. Alternatively, if a particular Soliciting the Selected Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) % of the gross proceeds of shares sold in the Offering in accordance with the Soliciting Dealers Selected Dealer Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) % of the selling price gross proceeds of each Primary Share for which a sale is completedshares sold in the Offering, two and one-half percent (2.5%) of which Selling Commissions 2.5% shall be payable at the time of such sale and one percent (1%) of which % shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid for sales of DRP Shares, and Selling Commissions pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Selected Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Selected Dealer Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the event that the Minimum Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person persons associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company Trust agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.07%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company Trust agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Trust will be paid not pay selling commissions for sales of DRP SharesShares pursuant to the DRP, and Selling Commissions the Trust will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP Shares or Institutional Shares, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Retail Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Retail Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Dealer Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP SharesShares pursuant to the DRP, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Dealer Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share Unit for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Dealer Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share Unit for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary SharesUnits, as described more fully in the Soliciting Dealers Dealer Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and subject to Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company Partnership agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share Class A Unit for which a sale is completed. Alternatively, if a particular Soliciting Dealer elects to receive completed from the Class A Units offered in the Primary Offering (“Class A Selling Commissions equal to seven Commissions”) and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half three percent (7.53.0%) of the selling price of each Primary Share Class T Unit for which a sale is completedcompleted from the Class T Units offered in the Primary Offering (“Class T Selling Commissions” and collectively with the Class A Selling Commissions, two and one-half percent (2.5%) of which including any discounted commissions, the “Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such saleCommissions”). No Selling Commissions will be paid for sales of DRP SharesDRIP Units, and Selling Commissions may be reduced or eliminated on certain sales of SharesClass A Units, including the reduction or elimination of Class A Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all or a portion of the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary SharesUnits, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable reimbursed in accordance with the terms of this Agreement under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share Unit for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share Unit for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary SharesUnits, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the The Company agrees to pay to you a selling commission of 7% of the Dealer Manager selling commissions sales price for each Share sold (“Selling Commissions”except for Special Sales) from the 50,000,000 Shares offered on a "best efforts" basis, as set forth in the amount Prospectus under the caption "Plan of seven percent (7.0%) of Distribution," subject to the selling limitations described below, as well as to offer to issue and sell to you for a purchase price of each Primary Share for which a sale is completed. Alternatively, if a particular $.0008 per Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with Warrant, one Soliciting Dealer Warrant for every 25 Shares sold from the Soliciting Dealers Agreement50,000,000 Shares offered on a "best efforts" basis, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions compensation may be reduced retained or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsreallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that Warrants will not be issued in connection with the sale of Shares to residents of the States of Minnesota, South Carolina or Texas and, provided further, that the Company will not issue more than 2,000,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of outspecific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the sale price from the 50,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers. Notwithstanding the foregoing, no selling commissions, marketing contribution or due diligence expense allowance or any payments or amounts whatsoever will be paid to you or the Soliciting Dealers, and no Soliciting Dealer Warrants will be offered, sold or issued to you unless and until the Minimum Offering has been sold and the proceeds therefrom are released from escrow and paid to the Company. Subject to certain conditions and exceptions explained below, investors making an initial purchase of at least $250,000 worth of Shares (25,000 Shares) through the same Soliciting Dealer will be entitled to a reduction of the customary 7% selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: Amount of Maximum Selling Amount of the Purchaser's Investment Commission Per Share Volume Discount --------------------------------- ----------------------------------------------- From To ---- -- $ 250,000 $ 500,000 6% 1% 500,010 1,000,000 5% 2% 1,000,010 2,500,000 4% 3% 2,500,010 5,000,000 3% 4% 5,000,010 10,000,000 2% 5% 10,000,010 and over 1% 6% Any reduction in the amount of the selling commission in respect of volume discounts will be credited to the investor in the form of additional whole Shares or fractional Shares. As to sales of Shares which are entitled to volume discounts, the Company will pay the maximum selling commissions per Share set forth above. Certain purchases may be combined for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. Purchases by spouses may be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common by such investor with others for purposes of computing amounts invested. Purchases by Tax-ofExempt Entities may only be combined with purchases by other Tax-pocket accountable expenses actually incurred Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same Person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the Tax-Exempt Entities whose purchases are sought to be combined. The investor must xxxx the "Additional Investment" space on the Subscription Agreement Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases, where the investor fails to xxxx the "Additional Investment" space. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases. Notwithstanding the preceding paragraphs, in no event shall any investor receive a discount greater than 5% on any purchase of Shares if such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser's initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, Marketing Contribution or Due Diligence Expense Allowance shall be payable in connection with the sale of Shares directly by the Company, in connection with the performance of services, to employees and associates of the Company and its Affiliates, the Advisor, Affiliates of the Advisor, the Dealer Manager or Person associated with the Dealer Manager shall not be presumed their respective officers and employees and certain of their affiliates who request and are entitled to be unfair or unreasonable and shall be payable under normal circumstancessuch discount.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Class A Share for which a sale is completed. Alternatively, if a particular Soliciting Dealer elects to receive Selling Commissions equal to seven completed from the Class A Shares offered in the Primary Offering and selling commissions in the amount of one and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.51.5%) of the selling price of each Primary Class C Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at completed from the time of such sale and one percent (1%) of which shall be paid on each anniversary of Class C Shares offered in the closing of such sale up to and including the fifth anniversary of the closing of such salePrimary Offering. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP Shares, and Selling Commissions Class A Shares or Class C Shares pursuant to the DRIP. The Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Class A Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow re-allow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Selected Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall An annual distribution and shareholder servicing fee will be paid to the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant purchases of the Class C Shares. The annual distribution and shareholder servicing fee of 1% of the purchase price per share (or, once reported, the amount of the estimated net asset value per share) will accrue daily as provided in the “The Offering/Plan of Distribution” section of the Prospectus. The Dealer Manager may reallow the distribution and shareholder servicing fee to the Offering that Selected Dealer who sold the Class C Shares giving rise to such distribution and shareholder servicing fees to the extent the Selected Dealer Agreement with such Selected Dealer provides for such a reallowance. Notwithstanding, if the Dealer Manager is not completed according to this Agreement; provided, however, notified that the reimbursement Selected Dealer who sold such Class C Shares is no longer the broker-dealer of out-of-pocket accountable expenses actually incurred record with respect to such Class C Shares, then such Selected Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class C Shares shall cease. Beginning on that date, such distribution and shareholder servicing fee may be reallowed by the Dealer Manager or Person associated to the then-current broker-dealer of record of the Class C Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement with the Dealer Manager shall that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Company will cease paying the distribution and shareholder servicing fee with respect to the Class C Shares sold in the Primary Offering upon the date on which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, any organization and offering fee paid for underwriting and underwriting compensation paid by the sponsor and its affiliates, equals 10% of the gross proceeds from the Primary Offering, calculated as of the same date that the Company calculates the aggregate distribution and shareholder servicing fee. A distribution and shareholder servicing fee will not be presumed to be unfair paid on Class A Shares or unreasonable and shall be payable Class C Shares issued under normal circumstancesthe DRIP.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and subject to Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c)Prospectus, the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Common Share offered on a “best efforts” basis for which a sale is completedcompleted from the Common Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.57.0%) in accordance with the its Soliciting Dealers Dealer Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.57.0%) of the selling price of each Primary Common Share for which a sale is completedcompleted from the Common Shares offered in the Primary Offering, either (a) two and one-half percent (2.52.0%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (11.0%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale or (b) three percent (3.0%) of which selling commissions shall be payable at the time of such sale and one percent (1.0%) of which shall be paid on each anniversary of the closing of such sale up to and including the fourth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP SharesCommon Shares pursuant to the DRIP, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Common Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow re-allow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary applicable Common Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the The Company agrees to pay to you a sales commission of 7% of the Dealer Manager selling commissions sales price for each Share sold (“Selling Commissions”except for Special Sales) from the 50,000,000 Shares offered on a "best efforts" basis, as set forth in the amount Prospectus under the caption "Plan of seven percent (7.0%) of Distribution," subject to the selling limitations described below, as well as to issue and sell to you for a purchase price of each Primary Share for which a sale is completed. Alternatively, if a particular $.0008 per Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with Warrant, one Soliciting Dealer Warrant for every 40 Shares sold from the Soliciting Dealers Agreement50,000,000 Shares offered on a "best efforts" basis, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions compensation may be reduced retained or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsreallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that Warrants will not be issued in connection with the sale of Shares to residents of the States of Minnesota and South Carolina and, provided further, that the Company will not issue more than 1,250,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of outspecific expenses, you will also receive, subject to the limitations described herein, a marketing contribution (equal to 2%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the sale price from the 50,000,000 Shares offered on a "best efforts" basis (except for Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers. Investors purchasing at least $200,000 worth of Shares (20,000 Shares) will be entitled to a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: Amount of Maximum Commission Purchaser's Investment Per Share ------------------------------ ------------------ From To ---------- ---------- $ 200,000 $ 499,999 5.5% 500,000 999,999 4.0% 1,000,000 1,999,999 2.5% 2,000,000 and over 1.0% Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser's subscription will be credited to the purchaser in the form of additional whole or fractional Shares purchased net of commissions. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Certain subscriptions may be combined for the purpose of crediting a purchaser or purchasers with additional Shares for the above described volume discount and for determining commissions payable to you and reallowable to Soliciting Dealers so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. Subscriptions of spouses and of Persons holding as joint tenants or tenants in common may be combined for purposes of computing amounts invested. Subscriptions from Tax-ofExempt Entities may be combined for purposes of computing amounts invested only if investment decisions are made by the same Person for each such Tax-pocket accountable expenses actually incurred Exempt Entity, except however, if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the Tax-Exempt Entities whose subscriptions are sought to be combined. Subscriptions of Tax-Exempt Entities may not be combined with subscriptions of any Persons other than such other Tax-Exempt Entities. The investor must xxxx the "Additional Investment" space on the Subscription Agreement Signature Page in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions, where the investor fails to xxxx the "Additional Investment" space. If the Subscription Agreements for the subscriptions to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the subscriptions to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, Marketing Contribution or Due Diligence Expense Allowance shall be payable in connection with the sale of Shares to employees and associates of the Company and its Affiliates, the Advisor, affiliates of the Advisor, the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstancesSoliciting Dealers.

DEALER-MANAGER COMPENSATION. (iiv) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “The Offering/Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Class A Share for which a sale is completed. Alternatively, if a particular Soliciting Dealer elects to receive Selling Commissions equal to seven completed from the Class A Shares offered in the Primary Offering and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half two percent (7.52.0%) of the selling price of each Primary Class T Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at completed from the time of such sale and one percent (1%) of which shall be paid on each anniversary of Class T Shares offered in the closing of such sale up to and including the fifth anniversary of the closing of such salePrimary Offering. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP Shares, and Selling Commissions Class A Shares or Class T Shares pursuant to the DRIP. The Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Class A Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow re-allow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Selected Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall An annual distribution and shareholder servicing fee will be paid to the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant purchases of the Class T Shares. The annual distribution and shareholder servicing fee of 1% of the purchase price per share (or, once reported, the amount of the estimated net asset value per share) will accrue daily as provided in the “The Offering/Plan of Distribution” section of the Prospectus. The Dealer Manager may reallow the distribution and shareholder servicing fee to the Offering Selected Dealer who initially sold the Class T Shares giving rise to such distribution and shareholder servicing fees to the extent the Selected Dealer Agreement with such Selected Dealer provides for such a reallowance. Notwithstanding, if the Dealer Manager is notified that the Selected Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares, then such Selected Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class T Shares shall cease, and such Selected Dealer shall not receive the distribution and shareholder servicing fee for any portion of the quarter in which such Selected Dealer is not completed according to this Agreement; providedthe broker dealer of record on the last day of the quarter. Thereafter, however, that the reimbursement of out-of-pocket accountable expenses actually incurred such distribution and shareholder servicing fee may be reallowed by the Dealer Manager or Person associated to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement with the Dealer Manager shall that provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Company will cease paying the distribution and shareholder servicing fee with respect to the Class T Shares sold in the Primary Offering upon the earlier of (i) the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, any organization and offering fee paid for underwriting and underwriting compensation paid by the sponsor and its affiliates, equals 10% of the gross proceeds from the Primary Offering (i.e., the gross proceeds from the offering of Class A and Class T Shares excluding proceeds from sales pursuant to the distribution reinvestment plan), calculated as of the same date that the Company calculates the aggregate distribution and shareholder servicing fee; and (ii) the sixth anniversary of the last day of the fiscal quarter in which the Primary Offering (excluding the DRIP) terminates. A distribution and shareholder servicing fee will not be presumed to be unfair paid on Class A Shares or unreasonable and shall be payable Class T Shares issued under normal circumstancesthe DRIP.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the The Company agrees to pay to you a selling commission of 7% of the Dealer Manager selling commissions sales price for each Share sold (“Selling Commissions”except for Special Sales) from the 50,000,000 Shares offered on a "best efforts" basis, as set forth in the amount Prospectus under the caption "Plan of seven percent (7.0%) of Distribution," subject to the selling limitations described below, as well as to offer to issue and sell to you for a purchase price of each Primary Share for which a sale is completed. Alternatively, if a particular $.0008 per Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with Warrant, one Soliciting Dealer Warrant for every 25 Shares sold from the Soliciting Dealers Agreement50,000,000 Shares offered on a "best efforts" basis, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions compensation may be reduced retained or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsreallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the Company will not issue more than 2,000,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of outspecific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the sale price from the 50,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers. Notwithstanding the foregoing, no selling commissions, marketing contribution or due diligence expense allowance or any payments or amounts whatsoever will be paid to you or the Soliciting Dealers, and no Soliciting Dealer Warrants will be offered, sold or issued to you unless and until the Minimum Offering has been sold and the proceeds therefrom are released from escrow and paid to the Company. Subject to certain conditions and exceptions explained below, investors making an initial cash investment of at least $1,000,000 through the same Soliciting Dealer may receive, in the form of a volume discount, a reduction of the customary 7% selling commission payable in connection with the purchase of those Shares. The volume discount will be in such amount as may be agreed upon between the subscriber and the participating Soliciting Dealer, subject to the approval of the Dealer Manager, but may not exceed 6%. The amount of the selling commissions per Share will be reduced by the same proportionate amount as the volume discount may be increased, so that the sum of the selling commissions per Share and the volume discount will always equal 7%. For example, if a volume discount of 2% or 3% is agreed upon, then the amount of selling commissions per Share would be reduced to 5% or 4%, respectively. Any reduction in the amount of the selling commissions in respect of volume discounts received may be credited to the investor in the following three ways: (1) as an actual reduction in the amount of selling commissions, (2) in the form of additional whole Shares or fractional Shares, or (3) any combination of (1) and (2), as may be agreed upon between the subscriber and the participating Soliciting Dealer, subject to the approval of the Dealer Manager. The agreement between the subscriber and the Soliciting Dealer as to the method of effecting the volume discount and the amount of the volume discount must be set forth in writing in an instrument satisfactory in form and substance to the Company and to the Dealer Manager. Certain purchases may be combined for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers, so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. Purchases by spouses may be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common by such investor with others for purposes of computing amounts invested. Purchases by Tax-ofExempt Entities may only be combined with purchases by other Tax-pocket accountable expenses actually incurred Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same Person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the Tax-Exempt Entities whose purchases are sought to be combined. The investor must xxxx the "Additional Investment" space on the Subscription Agreement Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases, where the investor fails to xxxx the "Additional Investment" space. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases. Notwithstanding the preceding paragraphs, in no event shall any investor receive a discount greater than 5% on any purchase of Shares if such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser's initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, Marketing Contribution or Due Diligence Expense Allowance shall be payable in connection with the sale of Shares directly by the Company, in connection with the performance of services, to employees and associates of the Company and its Affiliates, the Advisor, Affiliates of the Advisor, the Dealer Manager or Person associated with the Dealer Manager shall not be presumed their respective officers and employees and certain of their affiliates who request and are entitled to be unfair or unreasonable and shall be payable under normal circumstancessuch discount.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the The Company agrees to pay to you a selling commission of 7% of the Dealer Manager selling commissions sales price for each Share sold (“Selling Commissions”except for Special Sales) from the 50,000,000 Shares offered on a "best efforts" basis, as set forth in the amount Prospectus under the caption "Plan of seven percent (7.0%) of Distribution," subject to the selling limitations described below, as well as to offer to issue and sell to you for a purchase price of each Primary Share for which a sale is completed. Alternatively, if a particular $.0008 per Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with Warrant, one Soliciting Dealer Warrant for every 25 Shares sold from the Soliciting Dealers Agreement50,000,000 Shares offered on a "best efforts" basis, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions compensation may be reduced retained or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsreallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the Company will not 6 issue more than 2,000,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of outspecific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the sale price from the 50,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers. Notwithstanding the foregoing, no selling commissions, marketing contribution or due diligence expense allowance or any payments or amounts whatsoever will be paid to you or the Soliciting Dealers, and no Soliciting Dealer Warrants will be offered, sold or issued to you unless and until the Minimum Offering has been sold and the proceeds therefrom are released from escrow and paid to the Company. Subject to certain conditions and exceptions explained below, investors making an initial cash investment of at least $250,010 through the same Soliciting Dealer may receive a reduction of the customary 7% selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: Amount of Selling Amount of Purchaser's Investment Maximum Volume Discount -------------------------------------------------------- Commission Per From To Share -------------------------- ------------------------- ------------------------- -------------- 1% $ 250,010 $500,000 6% 2% $ 500,010 $1,000,000 5% 3% $ 1,000,010 $2,500,000 4% 4% $ 2,500,010 $5,000,000 3% 5% $ 5,000,010 $10,000,000 2% 6% $10,000,010 more than 1% $10,000,010 Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares or fractional shares. Selling commissions will not be paid on any such whole shares or fractional shares issued for a volume discount. Certain purchases may be combined for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers, so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. A purchaser may combine subscriptions made in the Offering with other subscriptions in the Offering or with subscriptions from the Company's initial public offering pursuant to its registration statement declared effective by the Commission on February 11, 1999, for the purpose of computing amounts invested. Purchases by spouses may also be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common by such investor with others for purposes of computing amounts invested. Purchases by Tax-ofExempt Entities may only be combined with purchases by other Tax-pocket accountable expenses actually incurred Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same Person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the Tax-Exempt Entities whose purchases are sought to be combined. The investor must xxxx the "Additional Investment" space on the Subscription Agreement Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases, where the investor fails to xxxx the "Additional Investment" space. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases. Notwithstanding the preceding paragraphs, in no event shall any investor receive a discount greater than 5% on any purchase of Shares if such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser's initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, Marketing Contribution or Due Diligence Expense Allowance shall be payable in connection with the sale of Shares directly by the Company, in connection with the performance of services, to employees and associates of the Company and its Affiliates, the Advisor, Affiliates of the Advisor, the Dealer Manager or Person associated with the Dealer Manager shall not be presumed their respective officers and employees and certain of their affiliates who request and are entitled to be unfair or unreasonable and shall be payable under normal circumstancessuch discount.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the The Company agrees to pay to you a sales commission of up to 7% of the Dealer Manager selling commissions sales price (“Selling Commissions”or up to $.70) for each Share sold, as set forth in the amount Prospectus under the caption "Plan of seven percent (7.0%) of Distribution," subject to the selling price of each Primary Share for which a sale is completed. Alternativelylimitation described below, if a particular as well as one Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers AgreementWarrant for every 40 Shares sold, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions compensation may be reduced retained or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsreallowed, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, Shares as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that Soliciting Dealer Warrants will not be issued in connection with the reimbursement sale of out-of-pocket accountable expenses actually incurred Shares to residents of the States of Minnesota, Nebraska, South Carolina and Texas and provided further that the company will not issue more than 875,000 warrants in connection with the Offering of the Shares. You will also receive a marketing contribution and due diligence expense allowance fee equal to 2.5% of the sale price, some portion of which may be reallowed to the Soliciting Dealers. Investors purchasing at least $250,000 worth of Shares (25,000 Shares) will be entitled to a reduction in selling commissions in accordance with the following schedule: Maximum Commission Amount of Purchaser's Investment Per Share -------------------------------------- ---------- From To ---- -- $ 250,000 $499,999 5.5% 500,000 999,999 4.0 1,000,000 and over 2.5 Any reduction from the amount otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser's subscription will be credited to the purchaser in the form of additional whole or fractional Shares purchased net of commissions. Subscriptions may be combined for the purpose of crediting a purchaser with additional Shares and determining commissions payable to you and reallowable to Soliciting Dealers so long as all such purchases are made through the same Soliciting Dealer and approved by the Dealer Manager or Person associated with Company. Tax-exempt entities may be combined in computing amounts invested only if they each have the Dealer Manager shall same person who exercises investment discretion. The Subscription Agreement Signature Page must indicate that subscriptions are to be combined. The Company cannot be presumed held responsible for failing to be unfair or unreasonable and shall be payable under normal circumstancesproperly combine subscriptions.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the The Company agrees to pay to you a selling commission of 7% of the Dealer Manager selling commissions sales price for each Share sold (“Selling Commissions”except for Special Sales) from the 50,000,000 Shares offered on a "best efforts" basis, as set forth in the amount Prospectus under the caption "Plan of seven percent (7.0%) of Distribution," subject to the selling limitations described below, as well as to offer to issue and sell to you for a purchase price of each Primary Share for which a sale is completed. Alternatively, if a particular $.0008 per Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with Warrant, one Soliciting Dealer Warrant for every 25 Shares sold from the Soliciting Dealers Agreement50,000,000 Shares offered on a "best efforts" basis, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions compensation may be reduced retained or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsreallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that Warrants will not be issued in connection with the sale of Shares to residents of the States of Minnesota, South Carolina or Texas and, provided further, that the Company will not issue more than 2,000,000 Warrants in connection with the Offering of the Shares. In lieu of reimbursement of outspecific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the sale price from the 50,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers. Notwithstanding the foregoing, no sales commissions, marketing contribution or due diligence expense allowance or any payments or amounts whatsoever will be paid to you or the Soliciting Dealers, and no Soliciting Dealer Warrants will be offered, sold or issued to you unless and until the Minimum Offering has been sold and the proceeds therefrom are released from escrow and paid to the Company. Subject to certain conditions and exceptions explained below, investors making an initial purchase of at least $250,000 worth of Shares (25,000 Shares) through the same Soliciting Dealer will be entitled to a reduction of the customary 7% selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: Amount of Maximum Selling Amount of the Purchaser's Investment Commission Per Share Volume Discount --------------------------------- ----------------------------------------------- From To ---- -- $ 250,000 $ 500,000 6% 1% 500,010 1,000,000 5% 2% 1,000,010 2,500,000 4% 3% 2,500,010 5,000,000 3% 4% 5,000,010 10,000,000 2% 5% 10,000,010 and over 1% 6% Any reduction in the amount of the selling commission in respect of volume discounts will be credited to the investor in the form of additional whole Shares or fractional Shares. As to sales of Shares which are entitled to volume discounts, the Company will pay the maximum selling commissions per Share set forth above. Certain purchases may be combined for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. Purchases by spouses may be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common by such investor with others for purposes of computing amounts invested. Purchases by Tax-ofExempt Entities may only be combined with purchases by other Tax-pocket accountable expenses actually incurred Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same Person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the Tax-Exempt Entities whose purchases are sought to be combined. The investor must xxxx the "Additional Investment" space on the Subscription Agreement Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases, where the investor fails to xxxx the "Additional Investment" space. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases. Notwithstanding the preceding paragraphs, in no event shall any investor receive a discount greater than 5% on any purchase of Shares if such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser's initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (taking the volume discount into effect), you will be obligated to forthwith return to the Company any excess commissions received. The Company may adjust any future commissions due to you for any such excess commissions that have not been returned. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement. In addition, no selling commission, Marketing Contribution or Due Diligence Expense Allowance shall be payable in connection with the sale of Shares directly by the Company in connection with the performance of services to employees and associates of the Company and its Affiliates, the Advisor, Affiliates of the Advisor, the Dealer Manager or Person associated with the Dealer Manager shall not be presumed their respective officers and employees and certain of their affiliates who request and are entitled to be unfair or unreasonable and shall be payable under normal circumstancessuch discount.

DEALER-MANAGER COMPENSATION. (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares or Institutional Shares, and Selling Commissions may be reduced or eliminated on certain sales of Retail Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Retail Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Retail Share for which a sale is completedcompleted from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP Shares or Institutional Shares, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Retail Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Retail Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c)Prospectus, the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Common Share offered on a “best efforts” basis for which a sale is completedcompleted from the Common Shares offered in the Primary Offering. Alternatively, if a particular the Soliciting Dealer elects to receive Selling Commissions selling commissions equal to seven and one-half percent (7.57.0%) in accordance with the its Soliciting Dealers Dealer Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions selling commissions in the amount of seven and one-half percent (7.57.0%) of the selling price of each Primary Common Share for which a sale is completedcompleted from the Common Shares offered in the Primary Offering, either (a) two and one-half percent (2.52.0%) of which Selling Commissions selling commissions shall be payable at the time of such sale and one percent (11.0%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale or (b) three percent (3.0%) of which selling commissions shall be payable at the time of such sale and one percent (1.0%) of which shall be paid on each anniversary of the closing of such sale up to and including the fourth anniversary of the closing of such sale. No Selling Commissions The Company will be paid not pay selling commissions for sales of DRP SharesCommon Shares pursuant to the DRIP, and Selling Commissions the Company will pay reduced selling commissions or may be reduced or eliminated eliminate commissions on certain sales of Common Shares, including the reduction or elimination of Selling Commissions selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow re-allow all the Selling Commissionsselling commissions, subject to federal and state securities laws, to the Soliciting Dealer or registered representative of the Dealer Manager who sold the Primary applicable Common Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.