Common use of Compensation and Fees Clause in Contracts

Compensation and Fees. (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, as Dealer Manager you shall receive the following compensation from the Company, based on each Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Sales through a Dealer earning transaction-based compensation 7.0 %* 0.0 %* Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 3.0 %* 0.0 % * Upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a Selected Dealer Agreement and a marketing fee agreement. (b) Upon the terms set forth in the Prospectus, reduced selling commissions and dealer manager fees will be paid to the Dealer Manager and reduced per share selling prices shall be recovered on large transactions in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) Price Per Share to Investor $ 0 to $ 999,999 7.0 % 3.0 % $ 10.00 $ 1,000,000 to $ 1,999,999 6.0 % 3.0 % $ 9.90 $ 2,000,000 to $ 2,999,999 5.0 % 3.0 % $ 9.80 $ 3,000,000 to $ 3,999,999 4.0 % 2.5 % $ 9.65 $ 4,000,000 to $ 9,999,999 3.0 % 2.0 % $ 9.50 $ 10,000,000 and above 2.0 % 2.0 % $ 9.40 The reduced selling price, selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in a purchase price of $2,450,000 ($9.80 per share), selling commissions of $125,000 and dealer manager fees of $75,000. (c) As described in the Prospectus, the Dealer Manager agrees to sell up to 5% of the Shares in the primary offering to persons identified by the Company pursuant to the Company’s “friends and family” program. The officers, directors and affiliates of the Company and investors designated by the Company as buying under the “friends and family” program may subscribe to Shares for a subscription price of $9.00, reflecting that selling commissions in the amount of $0.70 per share and the dealer manager fee in the amount of $0.30 per share will not be payable to you in connection with these purchases. The Dealer Manager agrees to work together with the Company to implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company. (d) In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $9.30 per share, reflecting that selling commissions in the amount of $0.70 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering. For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law. (e) The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus, if any, to the extent the Prospectus indicates that they will be paid by the Company, provided that (i) total underwriting compensation may not exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the DRP), and (ii) total organization and offering expenses may not exceed 15% of gross proceeds from the Offering. In accordance with FINRA Rule 2310, the Company shall also pay directly or reimburse the Dealer Manager for bona fide invoiced due diligence expenses of the Dealers and non-participating broker dealers, subject to the cap on organization and offering expenses described above. (f) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 4 unless or until the Company raises $2 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. Until the Company raises $50 million in the Offering from persons not affiliated with the Company or its advisor (the “Pennsylvania Minimum”), investments from Pennsylvania investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Pennsylvania Minimum has been reached, and then only with respect to such investments from Pennsylvania investors as are released to the Company from such escrow. Until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “New York Minimum”), investments from New York investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the New York Minimum has been reached, and then only with respect to such investments from New York investors as are released to the Company from such escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. If the Pennsylvania Minimum is not obtained within the time period specified in the Prospectus, the investments from Pennsylvania investors will be returned or held for subsequent escrow periods in accordance with the Prospectus. If the New York Minimum is not reached within the time period specified in the Prospectus, the investments from New York investors will be returned to New York investors in accordance with the Prospectus. (g) The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer; it is the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor.

Compensation and Fees. (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, as Dealer Manager you shall receive the following compensation from the Company, based on each Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Sales through a Dealer earning transaction-based compensation 7.0 %* 0.0 %* Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 3.0 %* 0.0 % * Upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a Selected Dealer Agreement and a marketing fee agreement. (b) Upon the terms set forth in the Prospectus, reduced selling commissions and dealer manager fees will be paid to the Dealer Manager and reduced per share selling prices shall be recovered on large transactions in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) Price Per Share to Investor $ 0 to $ 999,999 7.0 % 3.0 % $ 10.00 $ 1,000,000 to $ $1,999,999 6.0 % 3.0 % $ 9.90 $ 2,000,000 to $ $2,999,999 5.0 % 3.0 % $ 9.80 $ 3,000,000 to $ $3,999,999 4.0 % 2.5 % $ 9.65 $ 4,000,000 to $ $9,999,999 3.0 % 2.0 % $ 9.50 $ $10,000,000 and above 2.0 % 2.0 % $ 9.40 The reduced selling price, selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in a purchase price of $2,450,000 ($9.80 per share), selling commissions of $125,000 and dealer manager fees of $75,000.. Resource Securities, Inc. Dealer Manager Agreement 4 (c) As described in the Prospectus, the Dealer Manager agrees to sell up to 5% of the Shares in the primary offering to persons identified by the Company pursuant to the Company’s “friends and family” program. The officers, directors and affiliates of the Company and investors designated by the Company as buying under the “friends and family” program may subscribe to Shares for a subscription price of $9.00, reflecting that selling commissions in the amount of $0.70 per share and the dealer manager fee in the amount of $0.30 per share will not be payable to you in connection with these purchases. The Dealer Manager agrees to work together with the Company to implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company. (d) In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $9.30 per share, reflecting that selling commissions in the amount of $0.70 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering. For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law. (e) The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus, if any, to the extent the Prospectus indicates that they will be paid by the Company, provided that (i) total underwriting compensation may not exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the DRP), and (ii) total organization and offering expenses may not exceed 15% of gross proceeds from the Offering. In accordance with FINRA Rule 2310, the Company shall also pay directly or reimburse the Dealer Manager for bona fide invoiced due diligence expenses of the Dealers and non-participating broker dealers, subject to the cap on organization and offering expenses described above. (f) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 4 unless or until the Company raises $2 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. Until the Company raises $50 million in the Offering from persons not affiliated with the Company or its advisor (the “Pennsylvania Minimum”), investments from Pennsylvania investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Pennsylvania Minimum has been reached, and then only with respect to such investments from Pennsylvania investors as are released to the Company from such escrow. Until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “New York Minimum”), investments from New York investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the New York Minimum has been reached, and then only with respect to such investments from New York investors as are released to the Company from such escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. If the Resource Securities, Inc. Dealer Manager Agreement 5 Pennsylvania Minimum is not obtained within the time period specified in the Prospectus, the investments from Pennsylvania investors will be returned or held for subsequent escrow periods in accordance with the Prospectus. If the New York Minimum is not reached within the time period specified in the Prospectus, the investments from New York investors will be returned to New York investors in accordance with the Prospectus. (g) The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer; it is the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor.

Compensation and Fees. (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, as Dealer Manager you shall receive the following compensation from the Company, based on each Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Sales through a Dealer earning transaction-based compensation 7.0 %* 0.0 %* Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 3.0 %* 0.0 % * Upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a Selected Dealer Agreement and a marketing fee agreement. (b) Upon the terms set forth in the Prospectus, reduced selling commissions and dealer manager fees will be paid to the Dealer Manager and reduced per share selling prices shall be recovered on large transactions in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) Price Per Share to Investor $ 0 to $ 999,999 7.0 % 3.0 % $ 10.00 $ 1,000,000 to $ $1,999,999 6.0 % 3.0 % $ 9.90 $ 2,000,000 to $ $2,999,999 5.0 % 3.0 % $ 9.80 $ 3,000,000 to $ $3,999,999 4.0 % 2.5 % $ 9.65 $ 4,000,000 to $ $9,999,999 3.0 % 2.0 % $ 9.50 $ $10,000,000 and above 2.0 % 2.0 % $ 9.40 The reduced selling price, selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in a purchase price of $2,450,000 ($9.80 per share), selling commissions of $125,000 and dealer manager fees of $75,000. (c) As described in the Prospectus, the Dealer Manager agrees to sell up to 5% of the Shares in the primary offering to persons identified by the Company pursuant to the Company’s “friends and family” program. The officers, directors and affiliates of the Company and investors designated by the Company as buying under the “friends and family” program may subscribe to Shares for a subscription price of $9.00, reflecting that selling commissions in the amount of $0.70 per share and the dealer manager fee in the amount of ▇▇▇▇▇▇▇▇ Securities, Inc. 4 Dealer Manager Agreement $0.30 per share will not be payable to you in connection with these purchases. The Dealer Manager agrees to work together with the Company to implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company. (d) In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $9.30 per share, reflecting that selling commissions in the amount of $0.70 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering. For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law. (e) The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus, if any, to the extent the Prospectus indicates that they will be paid by the Company, provided that the Company’s reimbursement payments shall not cause (i) total underwriting compensation may not to exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the DRP), and or (ii) total organization and offering expenses may not to exceed 15% of gross proceeds from the Offering. In accordance with FINRA Conduct Rule 2310, the Company shall also pay directly or reimburse the Dealer Manager for bona fide invoiced due diligence expenses of the Dealers and non-participating broker dealers, subject to the cap on organization and offering expenses described above. (f) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 4 unless or until the Company raises $2 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. Until the Company raises $50 25 million in the Offering from persons not affiliated with the Company or its advisor (the “Pennsylvania Minimum”), investments from Pennsylvania investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Pennsylvania Minimum has been reached, and then only with respect to such investments from Pennsylvania investors as are released to the Company from such escrow. Until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “New York Minimum”), investments from New York investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the New York Minimum has been reached, and then only with respect to such investments from New York investors as are released to the Company from such escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. If the Pennsylvania Minimum is not obtained within the time period specified in the Prospectus, the investments from Pennsylvania investors will be returned or held for subsequent escrow periods in accordance with the Prospectus. If the New York Minimum is not reached within the time period specified in the Prospectus, the investments from New York investors will be returned to New York investors in accordance with the Prospectus. (g) The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer; it is the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor.. ▇▇▇▇▇▇▇▇ Securities, Inc. 5 Dealer Manager Agreement

Compensation and Fees. (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, as Dealer Manager you shall receive the following compensation from the Company, based on each Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Sales through a Dealer earning transaction-based compensation 7.0 %* 0.0 %* Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 3.0 %* 0.0 % * Upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a Selected Dealer Agreement and a marketing fee agreement. (b) Upon the terms set forth in the Prospectus, reduced selling commissions and dealer manager fees will be paid to the Dealer Manager and reduced per share selling prices shall be recovered on large transactions in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) Price Per Share to Investor $ 0 to $ 999,999 7.0 % 3.0 % $ 10.00 $ 1,000,000 to $ 1,999,999 6.0 % 3.0 % $ 9.90 $ 2,000,000 to $ 2,999,999 5.0 % 3.0 % $ 9.80 $ 3,000,000 to $ 3,999,999 4.0 % 2.5 % $ 9.65 $ 4,000,000 to $ 9,999,999 3.0 % 2.0 % $ 9.50 $ 10,000,000 and above 2.0 % 2.0 % $ 9.40 The reduced selling price, selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in a purchase price of $2,450,000 ($9.80 per share), selling commissions of $125,000 and dealer manager fees of $75,000. (c) As described in the Prospectus, the Dealer Manager agrees to sell up to 5% of the Shares in the primary offering to persons identified by the Company pursuant to the Company’s “friends and family” program. The officers, directors and affiliates of the Company and investors designated by the Company as buying under the “friends and family” program may subscribe to Shares for a subscription price of $9.00, reflecting that selling commissions in the amount of $0.70 per share and the dealer manager fee in the amount of $0.30 per share will not be payable to you in connection with these purchases. The Dealer Manager agrees to work together with the Company to implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company. (d) In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $9.30 per share, reflecting that selling commissions in the amount of $0.70 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering. For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law. (e) The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus, if any, to the extent the Prospectus indicates that they will be paid by the Company, provided that (i) total underwriting compensation may not exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the DRP), and (ii) total organization and offering expenses may not exceed 15% of gross proceeds from the Offering. In accordance with FINRA Rule 2310, the Company shall also pay directly or reimburse the Dealer Manager for bona fide invoiced due diligence expenses of the Dealers and non-participating broker dealers, subject to the cap on organization and offering expenses described above. (f) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 4 unless or until the Company raises $2 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. Until the Company raises $50 million in the Offering from persons not affiliated with the Company or its advisor (the “Pennsylvania Minimum”), investments from Pennsylvania investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Pennsylvania Minimum has been reached, and then only with respect to such investments from Pennsylvania investors as are released to the Company from such escrow. Until the Company raises $20 million in the Offering (the “Ohio Minimum”), investments from Ohio investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Ohio Minimum has been reached, and then only with respect to such investments from Ohio investors as are released to the Company from such escrow. Until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “New York Minimum”), investments from New York investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the New York Minimum has been reached, and then only with respect to such investments from New York investors as are released to the Company from such escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. If the Pennsylvania Minimum is not obtained within the time period specified in the Prospectus, the investments from Pennsylvania investors will be returned or held for subsequent escrow periods in accordance with the Prospectus. If the Ohio Minimum is not reached within the time period specified in the Prospectus, the investments from Ohio investors will be returned to Ohio investors in accordance with the Prospectus. New York Minimum is not reached within the time period specified in the Prospectus, the investments from New York investors will be returned to New York investors in accordance with the Prospectus. (g) The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer; it is the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor.

Compensation and Fees. (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, as Dealer Manager you shall receive the following compensation from the Company, based on each Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Sales through a Dealer earning transaction-based compensation 7.0 %* 0.0 %* Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 3.0 %* 0.0 % * Upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a Selected Dealer Agreement and a marketing fee agreement. (b) Upon the terms set forth in the Prospectus, reduced selling commissions and dealer manager fees will be paid to the Dealer Manager and reduced per share selling prices shall be recovered on large transactions in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) Price Per Share to Investor $ 0 to $ 999,999 7.0 % 3.0 % $ 10.00 $ 1,000,000 to $ $1,999,999 6.0 % 3.0 % $ 9.90 $ 2,000,000 to $ $2,999,999 5.0 % 3.0 % $ 9.80 $ 3,000,000 to $ $3,999,999 4.0 % 2.5 % $ 9.65 $ 4,000,000 to $ $9,999,999 3.0 % 2.0 % $ 9.50 $ $10,000,000 and above 2.0 % 2.0 % $ 9.40 The reduced selling price, selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in a purchase price of $2,450,000 ($9.80 per share), selling commissions of $125,000 and dealer manager fees of $75,000.. Resource Securities, Inc. 4 Dealer Manager Agreement (c) As described in the Prospectus, the Dealer Manager agrees to sell up to 5% of the Shares in the primary offering to persons identified by the Company pursuant to the Company’s “friends and family” program. The officers, directors and affiliates of the Company and investors designated by the Company as buying under the “friends and family” program may subscribe to Shares for a subscription price of $9.00, reflecting that selling commissions in the amount of $0.70 per share and the dealer manager fee in the amount of $0.30 per share will not be payable to you in connection with these purchases. The Dealer Manager agrees to work together with the Company to implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company. (d) In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $9.30 per share, reflecting that selling commissions in the amount of $0.70 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering. For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law. (e) The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus, if any, to the extent the Prospectus indicates that they will be paid by the Company, provided that (i) total underwriting compensation may not exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the DRP), and (ii) total organization and offering expenses may not exceed 15% of gross proceeds from the Offering. In accordance with FINRA Rule 2310, the Company shall also pay directly or reimburse the Dealer Manager for bona fide invoiced due diligence expenses of the Dealers and non-participating broker dealers, subject to the cap on organization and offering expenses described above. (f) Notwithstanding the foregoing, no commissions, payments or amounts whatsoever will be paid to the Dealer Manager under this Section 4 unless or until the Company raises $2 million in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”). Until the Minimum Offering is reached, investments will be held in escrow. Until the Company raises $50 million in the Offering from persons not affiliated with the Company or its advisor (the “Pennsylvania Minimum”), investments from Pennsylvania investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Pennsylvania Minimum has been reached, and then only with respect to such investments from Pennsylvania investors as are released to the Company from such escrow. Until the Company raises $20 million in the Offering (the “Ohio Minimum”), investments from Ohio investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the Ohio Minimum has been reached, and then only with respect to such investments from Ohio investors as are released to the Company from such escrow. Until the Company raises $2.5 million in the Offering from persons not affiliated with the Company or its advisor (the “New York Minimum”), investments from New York investors will be held in a separate escrow and no commissions, payments or amounts whatsoever will be paid thereon to the Dealer Manager under this Section 4 unless and until the New York Minimum has been reached, and then only with respect to Resource Securities, Inc. 5 Dealer Manager Agreement such investments from New York investors as are released to the Company from such escrow. If the Minimum Offering is not reached within the time period specified in the Prospectus, investments will be returned to the investors in accordance with the Prospectus. If the Pennsylvania Minimum is not obtained within the time period specified in the Prospectus, the investments from Pennsylvania investors will be returned or held for subsequent escrow periods in accordance with the Prospectus. If the Ohio Minimum is not reached within the time period specified in the Prospectus, the investments from Ohio investors will be returned to Ohio investors in accordance with the Prospectus. If the New York Minimum is not reached within the time period specified in the Prospectus, the investments from New York investors will be returned to New York investors in accordance with the Prospectus. (g) The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer; it is the sole and exclusive responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring any liability therefor.