Common use of Distribution Fees Clause in Contracts

Distribution Fees. In addition, as set forth in the Prospectus, the Dealer Manager may reallow the Distribution Fee (as defined in the Dealer Manager Agreement) to the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 to this Agreement. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Participating Dealer, then the Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current broker dealer of record of the Class T Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record with respect to any or all of the Class T Shares sold by the Participating Dealer.

Distribution Fees. In addition, as set forth in the Prospectus, the Dealer Manager may reallow the Distribution Fee (as defined in the Dealer Manager Agreement) to the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 1 to this Agreement. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Participating Dealer, then the Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current broker dealer of record of the Class T Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record with respect to any or all of the Class T Shares sold by the Participating Dealer.

Distribution Fees. In addition, Except as set forth otherwise provided in this Dealer Manager Agreement and in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager a distribution fee in connection with sales of the Shares, as described in Schedule 2 to this Dealer Manager Agreement. No distribution fees will be paid to the Dealer Manager with respect to Class I Shares. The Dealer Manager may reallow or advance the Distribution Fee (as defined in distribution fees to the Dealer Manager Agreement) to who sold the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; Class S Shares or (iv) the end of the month in which total underwriting compensationClass D Shares giving rise to such distribution fees, including Dealer Manager Feesrespectively, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of extent the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in Selected Dealer Agreement with such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 to this Agreementprovided for such payment. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold such Class T Shares, Class S Shares or Class D Shares, respectively, is no longer the broker-dealer of record with respect to such Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, then the Participating such Dealer’s entitlement to the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares shall cease, and such Dealer shall not receive the Participating distribution fee for any portion of the month in which such Dealer is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares is made in connection with a change in the registration of record for such Class T Shares, Class S Shares or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating such Dealer shall be entitled to a pro rata portion of the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, for the portion of the month for which the Participating such Dealer was the broker broker-dealer of record. Thereafter, such Distribution Fees distribution fees may be reallowed by the Dealer Manager in its sole discretion to the then-current broker dealer of record of the Class T Shares, Class S Shares or Class D Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made The Dealer Manager may pay to such Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager in good faith in its sole discretionManager. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record Company will cease paying distribution fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the Company’s transfer agent in conjunction with the Dealer Manager determines that the total selling commissions, dealer manager fees and distribution fees paid with respect to such Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain Dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and the Dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under the DRP with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under the DRP) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Company will cease paying distribution fees with respect to each Class T Share, Class S Share and Class D Share on the earlier to occur of the following: (i) a listing of the Shares, (ii) the merger or consolidation of the Company with and into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the Primary Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including upfront selling commissions, distribution fees and other underwriting compensation, is equal to 10.0% of the gross proceeds from the Offering. The Company will further cease paying the distribution fees on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction to which the Company is a party and in which the Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, each as a class, are exchanged for cash or other securities.

Distribution Fees. In addition, as set forth the Company agrees that it will pay to the Dealer Manager a distribution fee in an annual amount equal to 0.85% of the Prospectusaggregate NAV of the outstanding Class T Shares, 0.85% of the aggregate NAV of the outstanding Class S Shares and 0.25% of the aggregate NAV of the outstanding Class D Shares, which will accrue monthly and be payable monthly in arrears. No distribution fees will be paid to the Dealer Manager with respect to Class I Shares. The Dealer Manager may reallow or advance the Distribution Fee (as defined in distribution fees to the Dealer Manager Agreement) to who sold the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; Class S Shares or (iv) the end of the month in which total underwriting compensationClass D Shares giving rise to such distribution fees, including Dealer Manager Feesrespectively, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of extent the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in Selected Dealer Agreement with such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 to this Agreementprovided for such payment. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold such Class T Shares, Class S Shares or Class D Shares, respectively, is no longer the broker-dealer of record with respect to such Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, then the Participating such Dealer’s entitlement to the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares shall cease, and such Dealer shall not receive the Participating distribution fee for any portion of the month in which such Dealer is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares is made in connection with a change in the registration of record for such Class T Shares, Class S Shares or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating such Dealer shall be entitled to a pro rata portion of the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, for the portion of the month for which the Participating such Dealer was the broker broker-dealer of record. Thereafter, such Distribution Fees distribution fees may be reallowed by the Dealer Manager in its sole discretion to the then-current broker dealer of record of the Class T Shares, Class S Shares or Class D Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made The Dealer Manager may pay to such Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager in good faith in its sole discretionManager. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record Company will cease paying distribution fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the Company’s transfer agent in conjunction with the Dealer Manager determines that the total selling commissions, dealer manager fees and distribution fees paid with respect to such Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain Dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and the Dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under the DRP with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under the DRP) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Company will cease paying distribution fees with respect to each Class T Share, Class S Share and Class D Share on the earlier to occur of the following: (i) a listing of the Shares, (ii) the merger or consolidation of the Company with and into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the Primary Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including up front selling commissions, distribution fees and other underwriting compensation, is equal to 10.0% of the gross proceeds from the Offering. The Company will further cease paying the distribution fees on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction to which the Company is a party and in which the Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, each as a class, are exchanged for cash or other securities.

Distribution Fees. In addition, as set forth in the Prospectus, the Dealer Manager may reallow the Distribution Fee (as defined in the Dealer Manager Agreement) to the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares, Class T Shares and Class T I Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which total underwriting compensation, including Dealer Manager Fees, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 1 to this Agreement. NY 246001196v2 Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Participating Dealer, then the Participating Dealer’s entitlement to the Distribution Fees related to such Class T Shares shall cease, and the Participating Dealer if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating Dealer shall be entitled to a pro rata portion of the Distribution Fees related to such Class T Shares for the portion of the month for which the Participating Dealer was the broker dealer of record. Thereafter, such Distribution Fees may be reallowed by the Dealer Manager to the then-current broker dealer of record of the Class T Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record with respect to any or all of the Class T Shares sold by the Participating Dealer.

Distribution Fees. In addition, as set forth the Company agrees that it will pay to the Dealer Manager a distribution fee in an annual amount equal to 0.85% of the Prospectusaggregate NAV of the outstanding Class T Shares, 0.85% of the aggregate NAV of the outstanding Class S Shares and 0.25% of the aggregate NAV of the outstanding Class D Shares, which will accrue monthly and be payable monthly in arrears. No distribution fees will be paid to the Dealer Manager with respect to Class I Shares. The Dealer Manager may reallow or advance the Distribution Fee (as defined in distribution fees to the Dealer Manager Agreement) to who sold the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; Class S Shares or (iv) the end of the month in which total underwriting compensationClass D Shares giving rise to such distribution fees, including Dealer Manager Feesrespectively, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of extent the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in Selected Dealer Agreement with such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 to this Agreementprovided for such payment. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold such Class T Shares, Class S Shares or Class D Shares, respectively, is no longer the broker-dealer of record with respect to such Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, then the Participating such Dealer’s entitlement to the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares shall cease, and such Dealer shall not receive the Participating distribution fee for any portion of the month in which such Dealer is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares is made in connection with a change in the registration of record for such Class T Shares, Class S Shares or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating such Dealer shall be entitled to a pro rata portion of the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, for the portion of the month for which the Participating such Dealer was the broker broker-dealer of record. Thereafter, such Distribution Fees distribution fees may be reallowed by the Dealer Manager in its sole discretion to the then-current broker dealer of record of the Class T Shares, Class S Shares or Class D Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made The Dealer Manager may pay to such Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager in good faith in its sole discretionManager. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record Company will cease paying distribution fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the Company’s transfer agent in conjunction with the Dealer Manager determines that the total selling commissions, dealer manager fees and distribution fees paid with respect to such Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain Dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and the Dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under the DRP with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under the DRP) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Company will cease paying distribution fees with respect to each Class T Share, Class S Share and Class D Share on the earlier to occur of the following: (i) a listing of the Shares, (ii) the merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the Primary Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including upfront selling commissions, distribution fees and other underwriting compensation, is equal to 10.0% of the gross proceeds from the Offering. The Company will further cease paying the distribution fees on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction to which the Company is a party and in which the Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, each as a class, are exchanged for cash or other securities.

Distribution Fees. In addition, as set forth the Company agrees that it will pay to the Dealer Manager a distribution fee in an annual amount equal to 0.85% of the Prospectusaggregate NAV of the outstanding Class T Shares, 0.85% of the aggregate NAV of the outstanding Class S Shares and 0.25% of the aggregate NAV of the outstanding Class D Shares, which will accrue monthly and be payable monthly in arrears. No distribution fees will be paid to the Dealer Manager with respect to Class I Shares. The Dealer Manager may reallow or advance the Distribution Fee (as defined in distribution fees to the Dealer Manager Agreement) to who sold the Participating Dealer in the Dealer Manager’s sole discretion; provided, however, that the Participating Dealer’s right, if any, to receive Distribution Fees with respect to each Class T Share shall cease upon the earliest to occur of the following: (i) a listing of the shares of the Company’s Common Stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including Dealer Manager Fees, selling commissions, Distribution Fees and any other amounts paid to participating broker dealers that would be deemed underwriting compensation pursuant to FINRA Rule 2310, with respect to all Class A Shares and Class T Shares, would be in excess of 10% of the gross proceeds of the primary portion of the Offering; Class S Shares or (iv) the end of the month in which total underwriting compensationClass D Shares giving rise to such distribution fees, including Dealer Manager Feesrespectively, selling commissions and Distribution Fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of extent the stockholder’s total gross offering price at the time of investment of the primary Class T Shares held in Selected Dealer Agreement with such account. The amount of the Distribution Fee to be reallowed to the Participating Dealer is set forth on Schedule 2 to this Agreementprovided for such payment. Notwithstanding the foregoing, if the Dealer Manager is notified that the Participating Dealer who sold such Class T Shares, Class S Shares or Class D Shares, respectively, is no longer the broker-dealer of record with respect to such Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, then the Participating such Dealer’s entitlement to the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares shall cease, and such Dealer shall not receive the Participating distribution fee for any portion of the month in which such Dealer is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares is made in connection with a change in the registration of record for such Class T Shares, Class S Shares or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Participating such Dealer shall be entitled to a pro rata portion of the Distribution Fees distribution fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, for the portion of the month for which the Participating such Dealer was the broker broker-dealer of record. Thereafter, such Distribution Fees distribution fees may be reallowed by the Dealer Manager in its sole discretion to the then-current broker dealer of record of the Class T Shares, Class S Shares or Class D Shares if any such broker dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Participating Selected Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Participating Selected Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made The Dealer Manager may pay to such Dealers and Servicing Broker Dealers up to 100% of the aggregate Distribution Fees payable by the Company to the Dealer Manager in good faith in its sole discretionManager. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker dealer of record Company will cease paying distribution fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the Company’s transfer agent in conjunction with the Dealer Manager determines that the total selling commissions, dealer manager fees and distribution fees paid with respect to such Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain Dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and the Dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under the DRP with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under the DRP) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. In addition, the Company will cease paying distribution fees with respect to each Class T Share, Class S Share and Class D Share on the earlier to occur of the following: (i) a listing of the Shares, (ii) the merger or consolidation of the Company with and into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the Primary Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including upfront selling commissions, distribution fees and other underwriting compensation, is equal to 10.0% of the gross proceeds from the Offering. The Company will further cease paying the distribution fees on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon the Company’s dissolution, liquidation or the winding up of its affairs, or a merger or other extraordinary transaction to which the Company is a party and in which the Class T Shares, Class S Shares sold by the Participating Dealeror Class D Shares, each as a class, are exchanged for cash or other securities.